SecProbe.io

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 April 21, 2025

Ryan Grimsland
Executive Vice President, Chief Financial Officer
Advance Auto Parts, Inc.
4200 Six Forks Road
Raleigh, NC 27609

 Re: Advance Auto Parts, Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 File No. 001-16797
Dear Ryan Grimsland:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Document Ryan Grimsland Executive Vice President, Chief Financial Officer t: 984-212-2059 e: ryan.grimsland@advance-auto.com April 10, 2025 VIA EDGAR AND U.S. MAIL The U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attn: Keira Nakada and Rufus Decker 100 F Street, N.E. Washington, DC 20549 Re:         Advance Auto Parts, Inc. Form 10-K for Fiscal Year Ended December 28, 2024 Item 2.02 Form 8-K Dated February 26, 2025 File No. 001-16797 Dear Ms. Nakada and Mr. Decker: Advance Auto Parts, Inc. (the “Company”) thanks the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission for its comment letter, dated March 20, 2025, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 28, 2024 and the Company’s Current Report on Form 8-K dated February 26, 2025 (the “Letter”). For your convenience of reference and review, the Company has repeated your comments as presented in the Letter in bold text, with its response provided immediately under the comment. Form 10-K for Fiscal Year Ended December 28, 2024 Consolidated Financial Statements Consolidated Statements of Cash Flows, page 44 1.    Please revise the other assets and liabilities, net line item to present changes in other assets separately from other liabilities and further breakout any material components. Please also supplementally show us the amounts included in each of the revised line items for each period presented. Refer to ASC 230-10-45-7 and 45-29. Response: The Company respectfully acknowledges the Staff’s comment. The Company referred to the guidance in ASC 230-10-45-7 and 45-29 when considering the reconciliation of net income to net cash provided by operating activities. The breakout of other assets and other liabilities is as follows: 28-Dec-24 30-Dec-23 31-Dec-22 Operating lease right of use assets 61,567 33,505 41,306 Other assets 85,075 (71,374) 72,745 Operating lease liabilities (60,469) (36,843) (79,324) Other liabilities (1,543) (4,085) (19,738) Other assets and liabilities, net 84,630 (78,797) 14,989 The Company will present these line items separately in the Consolidated Statements of Cash Flows in future filings. The material components of changes in other assets and other liabilities were related to the change in operating lease right of use assets and the change in operating lease liabilities, respectively. For the Staff’s information, the Company separately disclosed supplemental information about its lease cost, lease assets and lease liabilities within the Notes to the Consolidated Financial Statements as part of Note 9, Leases and Other Commitments. 2.    For material items included in net (loss) income that do not affect net cash provided by operating activities and are not currently presented as separate reconciling items (e.g., inventory charges of $431.5 million in 2024 and $109.5 million in 2023, etc.), please tell us the adjustment that they are included in. For these material items, other than inventory charges, also tell us their nature and the dollar amount for each period presented. Finally, present these material items as separate reconciling items or tell us your basis in GAAP for combining each item with other amounts that represent deferrals of past operating cash receipts and payments and/or accruals of expected future operating cash receipts and payments. Refer to paragraphs 45-28(b), 45-29 and 45-32 of ASC 230-10-45. Response: The Company respectfully acknowledges the Staff’s comment. The Company referred to the guidance in ASC 230-10-45-28(b), 45-29 and 45-32. The purchase of inventory is a cash transaction and the subsequent write-down to net realizable value prior to a sale was considered related to the initial cash activity. Therefore, the inventory write-down was included in the line-item “Net change in: Inventories” and is separately disclosed within the Notes to the Consolidated Financial Statements as part of Note 2, Significant Accounting Policies. The Company determined there were no other material items requiring presentation as a separate reconciling line item. Item 2.02 Form 8-K Dated February 26, 2025 Exhibit 99.1 Advance Auto Parts Reports Fourth Quarter and Full Year 2024 Results 3.    Please present and discuss comparative GAAP measures/ratios when you present and discuss non-GAAP measures/ratios. In this regard, you present prior quarter/year adjusted gross profit, adjusted gross profit margin, adjusted SG&A, adjusted SG&A margin, adjusted operating loss, adjusted operating margin, and adjusted loss per share and discuss the business reasons for changes from the prior period without comparable disclosure for the GAAP measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. In addition, in your Q4 & FY 2024 Earnings Presentation on your website, you present YoY changes (in bps, dollars and/or percent) and percentage of sales for many non-GAAP measures without presenting similar disclosures for the comparable GAAP measures. Refer to Rule 100(a) of Regulation G. In the Earnings Presentations, also do not refer to non-GAAP amounts as “pro forma” (e.g., pro forma cash availability, pro forma liquidity, etc.), when they are not computed in accordance with Article 11 of Regulation S-X. Response: The Company respectfully acknowledges the Staff’s comment. The Company referred to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. The Company will present the prior year comparable GAAP measures to the extent prior year non-GAAP measures are included in the discussion of the quarterly and annual results in future filings. Such comparable GAAP measures will be presented with greater or equal prominence, consistent with Question 102.10(a). The Company will also show any year-over-year changes presented (in bps, dollars and/or percent) and percentage of sales in the GAAP to Non-GAAP reconciliations in both its future Form 8-K filings and the earnings presentations on its website. Additionally, the Company notes the Staff’s comment on the use of the phrase “pro forma” and confirms that it will not use such phrasing in future earnings presentations and filings. 4.    Adjusted debt to adjusted EBITDAR ratio appears to represent a non-GAAP valuation measure, rather than a performance measure. Please present this ratio for the most recent valuation period only with no comparison to prior periods. In addition, when you present this ratio, also present the comparable GAAP debt to net income ratio. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Similarly revise the Earnings Presentations on your website to present and discuss GAAP debt to net income ratio when leverage ratio is presented and discussed on a historical basis. Refer to Rule 100(a) of Regulation G. Response: The Company respectfully acknowledges the Staff’s comment. The Company referred to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, as well as Rule 100(a) of Regulation G. The Company believes its Adjusted Debt to Adjusted EBITDAR ratio (“leverage ratio”) is a key financial metric for debt securities, as reviewed by rating agencies, and believes its debt levels are best analyzed using this measure. The Company advises the Staff that in future filings, it will only present the leverage ratio for the most recent valuation period with no comparison to prior periods. The Company will also disclose the comparable GAAP debt to net income ratio in future filings. The Company will include the reconciliation and footnotes similar to those presented on page 14 of its earnings release furnished as Exhibit 99.1 of the Form 8-K in future Earnings Presentations on its website. If the Staff has any further questions or if we can clarify our response, please do not hesitate to call me at 984-212-2059. Sincerely, /s/ Ryan P. Grimsland Ryan P. Grimsland Executive Vice President, Chief Financial Officer cc: Shane O’Kelly, President, Chief Executive Officer Michael P. Beland, Senior Vice President, Controller and Chief Accounting Officer Amanda Keister, Senior Vice President, Legal and Assistant Corporate Secretary

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 March 20, 2025

Ryan Grimsland
Executive Vice President, Chief Financial Officer
Advance Auto Parts, Inc.
4200 Six Forks Road
Raleigh, NC 27609

 Re: Advance Auto Parts, Inc.
 Form 10-K for Fiscal Year Ended December 28, 2024
 Item 2.02 Form 8-K Dated February 26, 2025
 File No. 001-16797
Dear Ryan Grimsland:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 28, 2024
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 44

1. Please revise the other assets and liabilities, net line item to present
changes in other
 assets separately from other liabilities and further breakout any
material
 components. Please also supplementally show us the amounts included in
each of the
 revised line items for each period presented. Refer to ASC 230-10-45-7
and 45-29.
2. For material items included in net (loss) income that do not affect net
cash provided
 by operating activities and are not currently presented as separate
reconciling items
 (e.g., inventory charges of $431.5 million in 2024 and $109.5 million in
2023, etc.),
 please tell us the adjustment that they are included in. For these
material items, other
 than inventory charges, also tell us their nature and the dollar amount
for each period
 presented. Finally, present these material items as separate reconciling
items or tell us
 your basis in GAAP for combining each item with other amounts that
represent
 March 20, 2025
Page 2

 deferrals of past operating cash receipts and payments and/or accruals
of expected
 future operating cash receipts and payments. Refer to paragraphs
45-28(b), 45-29 and
 45-32 of ASC 230-10-45.
Item 2.02 Form 8-K Dated February 26, 2025
Exhibit 99.1
Advance Auto Parts Reports Fourth Quarter and Full Year 2024 Results

3. Please present and discuss comparative GAAP measures/ratios when you
present and
 discuss non-GAAP measures/ratios. In this regard, you present prior
quarter/year
 adjusted gross profit, adjusted gross profit margin, adjusted SG&A,
adjusted SG&A
 margin, adjusted operating loss, adjusted operating margin, and adjusted
loss per share
 and discuss the business reasons for changes from the prior period
without
 comparable disclosure for the GAAP measures. Refer to Item
10(e)(1)(i)(A) of
 Regulation S-K and Question 102.10(a) of the Non-GAAP Financial Measures
 Compliance and Disclosure Interpretations. In addition, in your Q4 & FY
2024
 Earnings Presentation on your website, you present YoY changes (in bps,
dollars
 and/or percent) and percentage of sales for many non-GAAP measures
without
 presenting similar disclosures for the comparable GAAP measures. Refer
to Rule
 100(a) of Regulation G. In the Earnings Presentations, also do not refer
to non-GAAP
 amounts as pro forma (e.g., pro forma cash availability, pro forma
liquidity, etc.),
 when they are not computed in accordance with Article 11 of Regulation
S-X.
4. Adjusted debt to adjusted EBITDAR ratio appears to represent a non-GAAP
valuation
 measure, rather than a performance measure. Please present this ratio
for the most
 recent valuation period only with no comparison to prior periods. In
addition, when
 you present this ratio, also present the comparable GAAP debt to net
income
 ratio. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the
 Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Similarly
 revise the Earnings Presentations on your website to present and discuss
GAAP debt
 to net income ratio when leverage ratio is presented and discussed on a
historical
 basis. Refer to Rule 100(a) of Regulation G.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Keira Nakada at 202-551-3659 or Rufus Decker at
202-551-3769 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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November 4, 2024
Shane O'Kelly
Chief Executive Officer
Advance Auto Parts, Inc.
4200 Six Forks Road
Raleigh, NC 27609
Re:Advance Auto Parts, Inc.
Form 10-K for Fiscal Year Ended December 30, 2023
File No. 001-16797
Dear Shane O'Kelly:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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CORRESP

 Ryan Grimsland

Executive Vice President, Chief Financial Officer

 Advance Auto
Parts, Inc.

 September 27, 2024

VIA EDGAR AND U.S. MAIL

 The U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Finance

 Attn: Tyler Howes

 100 F Street, N.E.

Washington, DC 20549

Re:
 Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended December 30, 2023

File No. 001-16797

 Dear Mr. Howes:

 Advance Auto Parts, Inc. (the “Company”) thanks the Staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission for its comment regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 30, 2023 (the “Letter”). For your convenience of
reference and review, the Company has repeated your comment as presented in the Letter in bold text, with its response provided immediately under the comment.

Form 10-K for the Fiscal Year Ended December 30, 2023

Item 11. Executive Compensation, page 29

1.
 From the disclosure incorporated by reference from page 31 of the Definitive Proxy Statement filed on
April 8, 2024, it appears that you have not provided your disclosure about your recovery analysis in an Interactive Data File in accordance with Rule 405 of Regulation S-T and the EDGAR
Filer Manual. In future filings where you conduct a recovery analysis, please also include the interactive data.

Response:

 The Company
respectfully acknowledges the Staff’s comment. The Company’s recovery analysis determined that no amounts of incentive compensation were recoverable under its policy, and the interactive data related to such conclusion was inadvertently
excluded. The Company appreciates the Staff’s comment and confirms that in future filings where it has conducted a recovery analysis, the Company will include an interactive data file for its Regulation
S-K Item 402(w) disclosure in accordance with Rule 405 of Regulation S-T and the EDGAR Filer Manual.

If the Staff has any further questions or if we can clarify our response, please do not hesitate to call me at 984-212-2059.

 Sincerely,

 /s/ Ryan P. Grimsland

Ryan P. Grimsland

Executive Vice President, Chief Financial Officer

cc:
 James Lopez, Division of Corporation Finance

Shane O’Kelly, President, Chief Executive Officer

Amanda Keister, Vice President, Associate General Counsel and Assistant Corporate Secretary

September 20, 2024
Shane O'Kelly
Chief Executive Officer
Advance Auto Parts, Inc.
4200 Six Forks Road
Raleigh, NC 27609
Re:Advance Auto Parts, Inc.
Form 10-K for Fiscal Year Ended December 30, 2023
File No. 001-16797
Dear Shane O'Kelly:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 30, 2023
Item 11. Executive Compensation, page 29
1.From the disclosure incorporated by reference from page 31 of the Definitive Proxy
Statement filed on April 8, 2024, it appears that you have not provided your disclosure
about your recovery analysis in an Interactive Data File in accordance with Rule 405 of
Regulation S-T and the EDGAR Filer Manual. In future filings where you conduct a
recovery analysis, please also include the interactive data.

            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

September 20, 2024
Page 2
            Please contact Tyler Howes at 202-551-3370 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Acceleration Request

Tammy Moss Finley

Executive Vice President,

General Counsel and Corporate Secretary

Advance Auto Parts, Inc.

5008 Airport Road

Roanoke, VA 24012

t: 540-561-1173 | f: 540-561-1124

e: tfinley@advanceautoparts.com

 June 22, 2020

 VIA
EDGAR SUBMISSION

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Re:

 Advance Auto Parts, Inc.

 Registration Statement on Form S-4

 Filed June 12, 2020

 File No. 333-239145

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Advance Auto Parts, Inc. (the “Company”), hereby
requests that the effectiveness of the Company’s above-referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m. EDT on June 24, 2020, or as soon as practicable thereafter.

 If you have any questions concerning the foregoing, please do not hesitate to contact me at (540)
561-1173 with any questions or comments regarding this letter.

Sincerely,

 /s/ Tammy M. Finley

Name:

Tammy M. Finley

Title:

Executive Vice President, General Counsel and Corporate Secretary

 cc: Andrew Weisberg, Esq., Partner, White & Case LLP

United States securities and exchange commission logo
June 19, 2020
Thomas R. Greco
President and Chief Executive Officer
Advance Auto Parts, Inc.
2635 East Millbrook Road
Raleigh, NC 27604
Re:Advance Auto Parts, Inc.
Registration Statement on Form S-4
Filed June 12, 2020
File No. 333-239145
Dear Mr. Greco:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Weisberg, Esq.

United States securities and exchange commission logo
May 19, 2020
Jeffrey Shepherd
Executive Vice President, Chief Financial Officer
Advance Auto Parts, Inc.
2635 East Millbrook Road
Raleigh, NC 27604
Re:Advance Auto Parts, Inc.
Form 10-K for the Fiscal Year Ended December 28, 2019
File No. 001-16797
Dear Mr. Shepherd:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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		Document

Andrew E. Page

Senior Vice President, Chief Accounting

Officer and Controller

Advance Stores Company, Incorporated

2635 E. Millbrook Road

Raleigh, NC 27604

t:  919-227-5031 | f:  540-561-1124

e:  andrew.page@advance-auto.com

May 14, 2020

VIA EDGAR AND U.S. MAIL

The U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Rufus Decker

100 F Street, N.E.

Washington, DC 20549

Re:

 Advance Auto Parts, Inc.

 Form 10-K for the Fiscal Year Ended December 28, 2019

 Item 2.02 Form 8-K Filed February 18, 2020

 File No. 001-16797

Dear Mr. Decker:

Advance Auto Parts, Inc. (the “Company,” “Advance,” “we,” or “our”), is pleased to respond to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 28, 2019, and the Company’s Exhibit 99.1 Reconciliation of Non-GAAP Financial Measures on Form 8-K, filed on February 18, 2020 (the “Letter”). For your convenience of reference and review, the Company has repeated your comments as presented in the Letter and with our response provided immediately under the comment.

Form 10-K for the Fiscal Year Ended December 28, 2019

Item 7. Management's Discussion and Analysis of Final Condition and Results of Operations

Reconciliation of Non-GAAP Financial Measures, page 21

1.

 Please tell us and revise your reconciliation for each period presented to show the amount related to each material component of transformation expenses separately (e.g., restructuring costs, store closure costs, third-party professional services and other significant costs). Please also tell us and disclose in greater detail the specific third-party professional services and other significant costs that are being removed.

Response:

The Company respectfully acknowledges the Staff's comment. In future filings, the Company will revise its reconciliation of non-GAAP measures for each period presented to show the material components of

United States Securities and Exchange Commission

May 14, 2020

Page 2 of 4

its transformation expenses, which consist of: restructuring costs, third-party professional services and other significant costs.

By way of example, using its Form 10-K for the fiscal year ended December 28, 2019 (“2019 10-K”) as a model, the Company has included a reconciliation of this information to the most comparable GAAP measures in the following table, with the bolded line items reflecting the Company's changes:

 Year Ended

(in thousands, except per share data)

 December 28,
2019

 December 29,
2018

Net income (GAAP)

 $

 486,896

 $

 423,847

Cost of sales adjustments:

Transformation expenses:

Restructuring costs

 3,234

 6,740

Other significant costs

 111

 —

Other adjustment (1)

 13,010

 —

SG&A adjustments:

GPI integration and store closure and consolidation expenses

 —

 7,360

GPI amortization of acquired intangible assets

 27,500

 38,018

Transformation expenses:

Restructuring costs

 18,947

 52,810

Third-party professional services

 35,585

 36,762

Other significant costs

 19,426

 4,195

Other income adjustment (2)

 10,756

 —

Provision for income taxes on adjustments (3)

 (32,142

 )

 (36,274

 )

Impact of the Act, net

 —

 (5,665

 )

Adjusted net income (Non-GAAP)

 $

 583,323

 $

 527,793

Diluted earnings per share (GAAP)

 $

 6.84

 $

 5.73

Adjustments, net of tax

 1.35

 1.4

Adjusted EPS (Non-GAAP)

 $

 8.19

 $

 7.13

(1)

 During 2019, we made an out-of-period correction, which increased Cost of sales by $13.0 million, related to received not invoiced inventory.

(2)

 During 2019, we incurred charges relating to a make-whole provision and debt issuance costs of $10.1 million and $0.7 million resulting from the early redemption of our 2020 Notes.

(3)

 The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate in effect for the respective non-GAAP adjustments.

Additionally, in future filings the Company will revise its definition of transformation expenses included in its reconciliation of non-GAAP measures as follows:

Transformation Expenses - Costs incurred in connection with our business plan that focuses on specific transformative activities that relate to the integration and streamlining of our operating structure across the enterprise, that we do not view to be normal cash operating expenses. These expenses will include, but not be limited to the following:

United States Securities and Exchange Commission

May 14, 2020

Page 3 of 4

•Restructuring costs - Costs primarily relating to the early termination of lease obligations, asset impairment charges, other facility closure costs and Team Member severance in connection with our 2018 Store Rationalization plan and 2017 Store and Supply Chain and Rationalization plan.

•Third-party professional services - Costs primarily relating to services rendered by vendors for assisting us with the development of various information technology and supply chain projects in connection with our enterprise integration initiatives.

•Other significant costs - Costs primarily relating to accelerated depreciation of various legacy information technology and supply chain systems in connection with our enterprise integration initiatives and temporary off-site workspace for project teams who are primarily working on the development of specific transformative activities that relate to the integration and streamlining of our operating structure across the enterprise.

Financial Statements, page 33

2.

 On page 21, you state that restructuring and store closure costs are included in transformation expenses. Please tell us and disclose in the footnotes to your financial statement the information required by ASC 420-10-50-1 and SAB Topics 5.P.3 and 5.P.4.

Response:

The Company respectfully acknowledges the Staff's comment. Due to the insignificance of the Company’s ASC 420-Exit or Disposal Cost Obligations liability in fiscal year 2019, the Company elected to omit the disclosure requirements of this standard in its 2019 10-K. In our 2019 10-K Footnote 2, the Company disclosed its adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”) as of December 30, 2018. Within Footnote 2, under Closed Facility Liabilities and Exit Activities, the Company also disclosed that closed facility liabilities were $42.3 million as of December 29, 2018. As a result of the adoption of ASU 2016-02, closed facility liabilities are no longer within the scope of ASC 420 and upon transition, the previously recorded closed facility lease obligation was presented net in the operating lease right-of-use assets. The transition of the closed facility liability resulted in an immaterial remaining ASC 420 liability of $3.4 million as of December 30, 2018 and $1.7 million as of December 28, 2019. During fiscal year 2019, the Company recorded $22.4 million of restructuring costs associated with closed facility moving activities and charges associated with the write-down of the related inventory at these facilities. The Company will continue to monitor its restructuring activities, and if significant, will include the required disclosures, as defined in ASC 420-10-50-1 and SAB Topics 5.P.3 and 5.P.4, in the footnotes to its financial statements.

Item 2.02 Form 8-K Filed February 18, 2020

Exhibit 99.1

Reconciliation of Non-GAAP Financial Measures

3.

 Please revise your reconciliation to Adjusted EBITDA to begin with net income and present each material adjustment separately. Refer to the guidance in Question 103.02 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Item 10(e)(1)(i)(B) of Regulation S-K.

United States Securities and Exchange Commission

May 14, 2020

Page 4 of 4

Response:

The Company respectfully acknowledges the Staff's comment. By way of example, using the Exhibit 99.1 contained within its Form 8-K filed February 18, 2020 as a model, in future filings the Company will include the reconciliation to adjusted EBITDA in the following format:

 Four Quarters Ended

(in thousands, except per share data)

 December 28,
2019

 December 29,
2018

GAAP net income

 486,896

 423,847

Interest expense

 39,898

 56,588

Other income, net

 (464

 )

 (7,577

 )

Provision for income taxes

 150,850

 131,417

Depreciation and amortization

 238,371

 238,184

GPI integration and store closure and consolidation expenses

 —

 7,360

Restructuring costs

 22,181

 59,550

Third-party professional services

 35,585

 36,762

Other costs

 19,537

 4,195

Transformation expenses

 77,303

 100,507

Other adjustments (a)

 23,936

 —

Total net adjustments

 529,894

 526,479

Adjusted EBITDA

 1,016,790

 950,326

(a)

 The adjustments to the four quarters ended December 28, 2019 primarily represent an out-of-period correction related to received not invoiced inventory and charges incurred relating to a make-whole provision and debt issuance costs resulting from the early redemption of our 2020 Notes.

If the Staff has any questions or if we can clarify any other comments that the Staff may have, please do not hesitate to contact me at 919-227-5031 or andrew.page@advance-auto.com.

Sincerely,

/s/ Andrew E. Page

Andrew E. Page

cc: Blaise Rhodes, Division of Corporation Finance

      Jeff Shepherd, Executive Vice President, Chief Financial Officer

      Amanda Keister, Vice President, Associate General Counsel and Assistant Corporate Secretary

CORRESP
1
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		Document

Andrew E. Page

Senior Vice President, Chief Accounting

Officer and Controller

Advance Stores Company, Incorporated

2635 E. Millbrook Road

Raleigh, NC 27604

t:  919-227-5031 | f:  540-561-1124

e:  andrew.page@advance-auto.com

April 24, 2020

VIA EDGAR AND U.S. MAIL

The U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Rufus Decker

100 F Street, N.E.

Washington, DC 20549

Re:

 Advance Auto Parts, Inc.

 Form 10-K for the Fiscal Year Ended December 28, 2019

 Item 2.02 Form 8-K Filed February 18, 2020

 File No. 001-16797

Dear Mr. Decker:

On behalf of Advance Auto Parts, Inc. (the “Company”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated April 14, 2020, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 28, 2019, and the Company’s Exhibit 99.1 Reconciliation of Non-GAAP Financial Measures on Form 8-K, filed on February 18, 2020 (the “Letter”).

As discussed with the Staff, the Company received the Letter on April 23, 2020 and has been granted an extension of the deadline by which to file its initial response until May 14, 2020.

Thank you for granting of our request for extension.  If you have any questions, please do not hesitate to call me at 919-227-5031.

Sincerely,

/s/ Andrew E. Page

Andrew E. Page

cc: Blaise Rhodes, Division of Corporation Finance

      Jeff Shepherd, Executive Vice President, Chief Financial Officer

      Amanda Keister, Vice President, Associate General Counsel and Assistant Corporate Secretary

April 14, 2020
Jeffrey Shepherd
Executive Vice President, Chief Financial Officer
Advance Auto Parts, Inc.
2635 East Millbrook Road
Raleigh, NC 27604
Re:Advance Auto Parts, Inc.
Form 10-K for the Fiscal Year Ended December 28, 2019
Item 2.02 Form 8-K Filed February 18, 2020
File No. 001-16797
Dear Mr. Shepherd:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 28, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Non-GAAP Financial Measures, page 21
1.Please tell us and revise your reconciliations for each period presented to show the amount
related to each material component of transformation expenses separately (e.g.,
restructuring costs, store closure costs, third-party professional services and other
significant costs).  Please also tell us and disclose in greater detail the specific third-party
professional services and other significant costs that are being removed.
Financial Statements, page 33
2.On page 21, you state that restructuring and store closure costs are included in
transformation expenses.  Please tell us and disclose in the footnotes to your financial
statements the information required by ASC 420-10-50-1 and SAB Topics 5.P.3 and
5.P.4.

 FirstName LastNameJeffrey Shepherd
 Comapany NameAdvance Auto Parts, Inc.
 April 14, 2020 Page 2
 FirstName LastName
Jeffrey Shepherd
Advance Auto Parts, Inc.
April 14, 2020
Page 2
Item 2.02 Form 8-K Filed February 18, 2020
Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures
3.Please revise your reconciliation to Adjusted EBITDA to begin with net income and
present each material adjustment separately.  Refer to the guidance in Question 103.02 of
the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Item
10(e)(1)(i)(B) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202) 551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
October 17 , 2016

Mr. Thomas R. Greco
Chief Executive  Officer
Advance Auto Parts, Inc.
5008 Airport Road
Roanoke, VA 24012

Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended January 2, 2016
Filed March 1, 2016
File No. 1 -16797

Dear Mr. Greco :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Officer of Consumer Products

CORRESP
1
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		Document

Tom Greco

Chief Executive Officer

Advance Auto Parts, Inc.

5008 Airport Road

Roanoke, VA 24012

Phone: 919-227-5470

E-mail: tom.greco@advance-auto.com

September 22, 2016

James Allegretto

Senior Assistant Chief Accountant

Officer of Consumer Products

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via e-mail AND EDGAR

Re:    Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended January 2, 2016

Filed March 1, 2016

Form 8-K Filed August 16, 2016

File No. 001-16797

Dear Mr. Allegretto,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated September 9, 2016, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended January 2, 2016 filed on March 1, 2016 (the “2016 10-K”) and Form 8-K filed on August 16, 2016 (the “August 16th 8-K”).  In order to ease your review, we have repeated each of the comments in its entirety.

Form 8-K filed on August 16, 2016

Exhibit 99.1

Reconciliation of Adjusted Net Income and Adjusted EPS

1.

 We note that you exclude costs associated with the General Parts integration, store consolidation and support center restructuring activities from Adjusted Operating Income, Adjusted Net Income and Adjusted EPS.  Please explain to us why you concluded that these expenses are not normal, recurring, cash operating expenses necessary to operate your business.  See Question 100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

United States Securities and Exchange Commission

September 22, 2016

Page 2 of 4

Response:  The Company has reviewed the guidance within Question 100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  In the context of the Company’s disclosures of Adjusted Operating Income, Adjusted Net Income and Adjusted EPS, the Company does not believe that the non-GAAP adjustments, including (i) General Parts integration, (ii) store closure and consolidation and (iii) support center restructuring, are misleading or are inappropriately adjusting for normal, recurring, cash operating expenses necessary to operate its business. While not a substitute for GAAP, the Company believes that providing investors with the additional non-GAAP measures is useful and indicative of its base operations because the expenses vary from period to period in terms of size, nature and significance and relate to the integration of General Parts and store closure activity in excess of historical levels.  These measures assist in comparing the Company’s current operating results with past periods and with the operational performance of other companies in its industry.  The disclosure of these measures allow investors to evaluate the Company’s performance using the same measures management uses in developing internal budgets and forecasts and in evaluating management’s compensation. Included below is a discussion of the specific expenses the Company has concluded are not normal, recurring cash operating expenses necessary to operate its business along with the Company’s rationale for why it believes providing measures excluding these expenses are beneficial to the users of the Company’s financial statements.

General Parts Integration Expenses - As disclosed in the Company’s filings, the Company acquired General Parts International, Inc. (“General Parts”) for $2.08 billion on January 2, 2014 and is in the midst of a multi-year integration plan to integrate the operations of the acquired company with Advance Auto Parts. This includes the integration of product brands and assortments, supply chain and information technology.  The Company expects these costs will be incurred over several years and therefore have not identified these costs as unusual or non-recurring.  However, the costs are specifically identifiable to actions taken as part of the planned integration of General Parts. Due to the size of the acquisition, which is one of the largest acquisitions in the industry, the Company considers these expenses to be outside of its base business.  In addition, the integration is being completed in phases and the nature and timing of expenses will vary from quarter to quarter.  The integration of product brands and assortments was primarily completed in 2015 and the focus has shifted to integrating the supply chain and information technology systems beginning in 2016. Therefore, the Company believes providing additional information in the form of non-GAAP measures that exclude these costs is beneficial to the users of its financial statements in evaluating the operating performance of the base business and its sustainability once the integration is completed.

Store Closure and Consolidation Expenses - Store consolidation expenses consist of expenses associated with the Company’s announced plans to (i) convert and consolidate the Carquest stores acquired from General Parts, (ii) close its Autopart International stores in Florida and (iii) close approximately 80 underperforming Advance Auto Parts stores in the fourth quarter of fiscal 2015.  The conversion and consolidation of the Carquest stores is a multi-year process that began in 2014 and will continue into at least 2017.  As of July 16, 2016, the end of the Company’s second quarter, 294 Carquest stores acquired from General Parts had been consolidated into existing Advance Auto Parts stores and 231 stores had been converted to the Advance Auto Parts format. As of July 16, 2016, the Company had 696 stores still operating under the Carquest name. The closure of the 40 Autopart International stores in Florida, primarily in the first quarter of 2015, and closure of 80 underperforming Advance Auto Parts stores in the fourth quarter of 2015 significantly exceed the Company’s average store closure activity.  While periodic store closures are common, these closures represent major programs outside of the Company’s typical market evaluation process.  Excluding these programs, the Company averaged approximately 12 closures per year over the last five years, from 2011 through 2015.  The Company also continues to have store closures that occur as part of its normal market evaluation process and have not excluded the expenses associated with these store closures in computing the Company’s non-GAAP measures.  The Company believes

United States Securities and Exchange Commission

September 22, 2016

Page 3 of 4

it is useful to provide additional non-GAAP measures that exclude these costs to provide investors greater comparability of our base business.

Support Center Restructuring Expenses - The costs excluded for support center restructuring activities include costs associated with (i) closing the Company’s Minnesota office and relocating functions to existing offices, (ii) relocating functions within the Company’s Roanoke, VA office and Raleigh, NC office (formerly the headquarters for General Parts) and (iii) eliminating duplicative functions between these two offices. These actions are a direct consequence of the acquisition and integration of General Parts and therefore the Company does not consider these expenses to be normal, recurring, cash operating expenses necessary to operate its business.  These actions were substantially complete as of the end of fiscal 2015 and the Company has had no material store support center restructuring expenses following the end of fiscal 2015.

In future filings, the Company will provide enhanced disclosures, including the additional information described above, so that investors understand these adjustments and how they are used by management and how they are useful for investors.

 Adjusted Debt to Adjusted EBITDAR

2.

 We note that you exclude rent expense from your non-GAAP measure EBITDAR.  Please explain to us why you concluded that this expense is not a normal, recurring, cash operating expense necessary to operate your business.  See Question 100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:  The Company reviewed the guidance within Question 100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  The Company discloses Adjusted Debt to Adjusted EBITDAR in its filings as the Company believes that it is a key performance measure that helps in analyzing the Company’s financial performance, including how the Company is performing against its publicly stated maximum target of 2.5X which is important in maintaining its investment grade rating for debt securities as viewed by the rating agencies.  The Company’s credit rating directly impacts the interest rates on borrowings under its existing credit facility and could impact the Company’s ability to obtain additional funding.  If the Company was unable to maintain its investment grade rating this could negatively impact future performance and limit growth opportunities.  Similar measures are utilized in the calculation of the financial covenants and ratios contained in the Company’s credit facility.

In the context of this financial measure, the Company does not believe that the adjustments related to operating leases are misleading or are inappropriately adjusting for normal, recurring, cash operating expenses.  The purpose of the adjustments to remove rent expense and capitalize the Company’s existing operating leases as part of its Adjusted Debt to Adjusted EBITDAR calculation is to provide a more meaningful comparison with the Company’s peers and to account for differences in debt structures and leasing arrangements.  The use of a multiple of rent expense to calculate the adjustment for capitalized operating lease obligations is a commonly used method of estimating the debt the Company would record for its leases that are classified as operating if they had met the criteria for a capital lease or the Company had purchased the property.  Therefore, the Company believes these adjustments are meaningful for investors when comparing the Company’s debt to earnings with other retailers that own rather than lease stores.

United States Securities and Exchange Commission

September 22, 2016

Page 4 of 4

The Company acknowledges that Adjusted Debt to Adjusted EBITDAR is a non-GAAP measure and should be considered in addition to, and not as a substitute for debt to net earnings, net earnings, debt or other financial measures as determined in accordance with GAAP.  The Company’s calculation of this leverage ratio might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures by other companies. In the future, the Company will clarify its disclosure, including the additional information described above, to describe the Company’s rationale for excluding rent expense from the calculation of Adjusted EBITDAR.

Thank you for your attention to the Company’s response to your comments.  Should you have any questions or comments with respect to this filing, please call me at (919) 227-5470 or e-mail at tom.greco@advance-auto.com.

Sincerely,

/s/ Thomas R. Greco

Thomas R. Greco

Chief Executive Officer

cc:

 Yong Kim (Securities and Exchange Commission)

Jill Livesay (Advance Auto Parts, Inc.)

Christina Melendi (Morgan, Lewis & Bockius LLP)

Mail Stop 3561
September 9, 2016

Mr. Thomas R. Greco
Chief Executive  Officer
Advance Auto Parts, Inc.
5008 Airport Road
Roanoke, VA 24012

Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended January 2, 2016
Filed March 1, 2016
Form 8 -K Filed August 16, 2016
File No. 1 -16797

Dear Mr. Greco :

We have reviewed  your August 12, 2016 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 6, 2016
letter .

Form 8 -K filed on August 16, 2016

Exhibit 99.1

Reconciliation of Adjusted Net Income and Adjusted EPS

1. We note that you exclude costs associated with the General Parts integration, store
consolidation and supp ort center restructuring activities from Adjusted Operating
Income, Adjusted Net Income and Adjusted EPS.   Please explain to us why you
concluded that these expenses are not normal, recurring, cash operating expenses
necessary to operate your business.   See Question 100.01 of the updated Compliance and
Disclosure Interpretations  issued on May 17, 2016.

Mr. Thomas R. Greco
Advance Auto Parts, Inc.
 September 9, 2016
Page 2

 Adjusted Debt to EBITDAR

2. We note that you exclude rent expense from your non -GAAP measure EBITDAR.
Please explain to us why you concluded that this expense is not a normal, recurring, cash
operating expense necessary to operate your business.   See Question 100.01 of the
updated Compliance and Disclosure Interpretations  issued on May 17, 2016.

You may  contact  Yong  Kim, Staff  Accountant, at (202)  551-3323  or me at (202) 551 -
3849 with  any questions.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Officer of Consumer Products

CORRESP
1
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		Document

Tom Greco

Chief Executive Officer

Advance Auto Parts, Inc.

5008 Airport Road

Roanoke, VA 24012

Phone: 919-227-5470

E-mail: tom.greco@advance-auto.com

August 12, 2016

James Allegretto

Senior Assistant Chief Accountant

Officer of Consumer Products

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via e-mail AND EDGAR

Re:    Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended January 2, 2016

Filed March 1, 2016

Form 8-K Filed May 19, 2016

File No. 001-16797

Dear Mr. Allegretto,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated July 6, 2016, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended January 2, 2016 filed on March 1, 2016 (the “2016 10-K”) and Form 8-K filed on May 19, 2016 (the “May 19th 8-K”).  In order to ease your review, we have repeated each of the comments in its entirety.

Financial Statements

2. Inventories, net, page F-17

1.

 You state on page F-10 that inventory amounts are stated at the lower of cost or market. Please explain in detail how you determine market, as defined in ASC 330-10-20. We note that the cost of your merchandise inventory is primarily determined using the LIFO method and that you determine inventories at FIFO, net and make an adjustment to state them at LIFO, net. If our understanding is incorrect, please clarify. If our understanding is correct, please tell us how you determine the LIFO adjustment and whether it is based on actual prices, given your use of a perpetual inventory system. We also note that LIFO cost is greater than FIFO cost and you present your inventory balance inclusive of a negative LIFO reserve. Please tell us in detail why you adjusted your inventory to the higher LIFO basis. On this point, please specifically explain how you applied the lower of cost or

United States Securities and Exchange Commission

August 12, 2016

Page 2 of 4

market principle in ASC 330-10-35 and whether inventory determined under FIFO could be considered a proxy for replacement cost. If inventory is stated on the higher LIFO cost basis because evidence indicates that cost will be recovered with a normal profit upon the sale in the ordinary course of business, please tell us how you determined “a normal profit” and whether it is based on a LIFO or FIFO cost assumption. Please provide support for your conclusions and be comprehensive in your response. We may have further comment.

Response:  The Company’s inventories are stated at the lower of cost or market using the last-in, first out (“LIFO”) method. The rule of the lower cost or market is intended to provide a means of measuring the residual usefulness of an inventory expenditure. According to ASC 330-10-35-3, market can be interpreted as the utility of the inventory on a particular date. Utility, according to ASC 330-10-35-4, represents the current replacement cost of the goods through purchase or reproduction. As such, market value can be defined as replacement cost subject to a ceiling and a floor. The ceiling limitation is defined as the estimated sales price of the inventory less selling costs and the floor is defined as the estimated sales price of the inventory less selling costs and a normal profit margin.

The Company’s perpetual inventory is maintained on a first-in, first-out (“FIFO”) basis, which effectively reflects the most recent invoice cost and therefore represents replacement cost unless a markdown is required for obsolete or excess inventory. The Company’s FIFO inventory is adjusted to the LIFO basis for financial reporting purposes. The Company uses the dollar value - link chain approach to applying LIFO which is an acceptable approach covered in the AICPA’s Accounting Standard’s Executive Committee November 30, 1984 issues paper entitled, Identification and Discussion of Certain Financial Accounting and Reporting Issues concerning LIFO Inventories (the “LIFO Issues Paper”).  The Company has concluded that its application of the LIFO methodology is the method of determining inventory cost that most clearly reflects periodic income in accordance with ASC 330-10-30-9. Since 1998, the Company’s product acquisition costs have decreased due to acquisitions, merchandise strategies and supply chain efficiencies. Therefore under the LIFO method, the Company’s cost of goods sold reflects the most recent inventory cost.

Further, while the Company’s LIFO reserve actually increases the inventory balance over the FIFO basis as a result of its decreasing product acquisition costs, the Company has concluded that it is able to continue to earn a normal profit margin on a LIFO basis; thus, no loss has been incurred that would need to be recorded in order to record inventory at the lower of cost or market under ASC 330-10-35-5. The key judgments applied by management as part of this analysis of margins and what constitutes “a normal profit” are the following:

(i)

 the Company’s overall place as a leading company in the automotive aftermarket industry, specifically considering the gross profit margins achieved which are within a reasonable range of the Company’s key competitors when considering differences in product mix;

United States Securities and Exchange Commission

August 12, 2016

Page 3 of 4

 AAP (1)(2)

 AZO (1)(2)

 ORLY (1)(2)

($ in millions)

 2015 (3)

 2014 (3)

 2013

 2015

 2015

Sales ($)

 9,737.0

 9,843.9

 6,493.8

 10,187.3

 7,966.7

Gross Profit ($)

 4,422.8

 4,453.6

 3,252.1

 5,327.0

 4,162.6

Gross Profit (%)

 45.4

 %

 45.2

 %

 50.1

 %

 52.3

 %

 52.3

 %

Commercial Sales % of

Total Sales

 57

 %

 57

 %

 40

 %

 20

 %

 42

 %

(1)

 Peer Companies:  Advance Auto Parts, Inc. (AAP), Autozone, Inc. (AZO) and O'Reilly Automotive, Inc. (ORLY)

(2)

 The financial information for each of the companies presented is included in or derived from the companies' respective Form 10-K or Form 8-K (earnings release) filings.

(3)

 The decrease in the Company's gross profit rate in 2014 was the result of a significant increase in our commercial sales following our acquisition of General Parts International, Inc. on January 2, 2014. Sales to Commercial customers typically have lower margins.

(ii)

 the ability on the part of the Company to maintain selling prices when inventory costs decline;

(iii)

 management’s long-term goal of maintaining or increasing gross margin; and

(iv)

 other considerations related to other cost of goods sold elements outside of acquisition cost (e.g., shrink), and actions that can be taken to achieve margin goals outside of product acquisition cost.

Form 8-K Filed May 19, 2016

2.

 You disclose adjusted cash EPS in the headline without a comparable GAAP measure, present tabular disclosure of non-GAAP financial measures without preceding it with an equally prominent tabular disclosure of the comparable GAAP measures, discuss non-GAAP measures before the most directly comparable GAAP measure and present a full non-GAAP income statement when reconciling non-GAAP measures to the most directly comparable GAAP measure. These items may be inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17, 2016. Please review this guidance when preparing your next earnings release.

Response:  The Company has reviewed the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Matters, inclusive of Question 102.10, and will make changes in its next earnings release for the second fiscal quarter to ensure compliance with this guidance.

United States Securities and Exchange Commission

August 12, 2016

Page 4 of 4

Conclusion:

As requested in your letter, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further understands that the Division of Enforcement has access to all information provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s filing or in response to the Staff’s comments on the Company’s filing.

Thank you for your attention to the Company’s response to your comment.  Should you have any questions or comments with respect to this filing, please call me at (919) 227-5470 or e-mail at tom.greco@advance-auto.com.

Sincerely,

/s/  Thomas R. Greco

Thomas R. Greco

Chief Executive Officer

cc:

 Yong Kim (Securities and Exchange Commission)

Jill Livesay (Advance Auto Parts, Inc.)

Christina Melendi (Morgan, Lewis & Bockius LLP)

Mail Stop 3561
July 6, 2016

Mr. Thomas R. Greco
Chief Executive  Officer
Advance Auto Parts, Inc.
5008 Airport Road
Roanoke, VA 24012

Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended January 2, 2016
Filed March 1, 2016
Form 8 -K Filed May 19, 2016
File No. 1 -16797

Dear Mr. Greco :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Financial Statements

2. Inventories, net , page F -17

1. You state on page F -10 that inventory amounts a re stated at the lower of cost or market.
Please explain in detail how you determine market, as defined in ASC 330 -10-20.  We
note that the cost of your merchandise inventory is primarily determined using the LIFO
method and that you determine inventories  at FIFO, net and make an adjustment to state
them at LIFO, net.  If our understanding is incorrect, please clarify. If our understanding
is correct, please tell us how you determine the LIFO adjustment and whether it is based
on actual prices, given your use of a perpetual inventory system.  We also note that LIFO
cost is greater than FIFO cost and you present your inventory balance inclusive of a
negative LIFO reserve. Please tell us in detail why you adjusted your inventory to the
higher LIFO cost basis.   On this point, please specifically explain how you applied the
lower of cost or market principle in ASC 330 -10-35 and whether inventory determined

Mr. Thomas R. Greco
Advance Auto Parts, Inc.
  July 6 , 2016
Page 2

 under FIFO could be considered a proxy for replacement cost.  If inventory is stated on
the higher LIFO cos t basis because evidence indicates that cost will be recovered with a
normal profit upon the sale in the ordinary course of business, please tell us how you
determined “a normal profit” and whether it is based on a LIFO or FIFO cost assumption.
Please prov ide support for your conclusions and be comprehensive in your response.  We
may have further comment.

Form 8 -K Filed May 19, 2016

2. You disclose adjusted cash EPS in the headline without a comparable GAAP measure,
present tabular disclosure of non -GAAP f inancial measures without preceding it with an
equally prominent tabular disclosure of the comparable GAAP measures, discuss non -
GAAP measures before the most directly comparable GAAP measure and present a full
non-GAAP income statement when reconciling no n-GAAP measures to the most directly
comparable GAAP measure .  These items  may be inconsistent with Question 102.10 of
the updated Compliance and Disclosure Interpretations  on Non -GAAP Financial
Measures issued on May 17, 2016.  Please review this guidance when preparing your
next earnings release.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not  assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may  contact  Yong  Kim, Staff  Accountant, at (202)  551-3323  or me at (202) 551 -
3849 with  any questio ns.

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Officer of Consumer Products

August 4, 2015

Michael A. Norona
Chief Financial Officer
Advance Auto Parts
5008 Airport Road
Roanoke, VA 24012

Re: Advance Auto Parts
 Form 10 -K for the Fiscal Year Ended January 3,  2015
Filed March 3, 2015
File No. 001 -16797

Dear Mr. Norona:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsibl e for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

Cc: Jill Livesay

CORRESP
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		Corresp Letter 7.27.2015

Mike Norona

Executive Vice President-Chief Financial Officer

Advance Stores Company, Incorporated

5008 Airport Road

Roanoke, VA 24012

Phone: 540-561-6459

E-mail: mike.norona@advance-auto.com

July 27, 2015

Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via E-mail AND EDGAR

Re:    Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended January 3, 2015

Filed March 3, 2015

File No. 001-16797

Dear Ms. Thompson,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated July 13, 2015, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended January 3, 2015 filed on March 3, 2015 (the “2015 10-K”).  In order to ease your review, we have repeated each of the comments in its entirety.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations, page 26

1.

 We note that your disclosure of the net sales analysis for all periods presented includes a discussion of changes in comparable store sales driven by increases or decreases in “traffic,” “average transaction amount” and/or “transaction count.” If these are key metrics reviewed by management, we would generally expect you to quantify the metric(s) for each period presented in addition to explaining how it impacted the change in your net sales. As part of your response, please quantify these metrics to help us better understand how they impacted your results. We remind you that the principal objectives of MD&A include providing readers with a view of the company through the eyes of management. To do this, companies should include a discussion of the key variables and other qualitative and quantitative factors which are peculiar to and necessary for an understanding and evaluation of the individual company. See Section III.B.1 of SEC Release No. 33-8350 and Part III.A of SEC Release No. 33-6835. We may have further comments after considering your response.

United States Securities and Exchange Commission

July 27, 2015

Page 2 of 7

Response:  Consistent with how management principally reviews the financial results of the Company, the Company provided the key, quantitative indicators of its total sales growth which consisted of acquired sales, new store growth and comparable store sales. The Company’s net sales for Fiscal 2014 increased by $3,350.0 million, or 51.6%, over net sales for Fiscal 2013. This growth was primarily due to sales of $3,040.5 million from the acquired General Parts International, Inc. ("GPI") operations, $150.4 million in sales from the 53rd week, comparable store sales of 2.0% and sales from new stores opened during Fiscal 2014. In Fiscal Year 2014, the Company’s acquired sales were the predominant driver as a result of the Company’s acquisition of GPI at the beginning of the year. The Company also provided additional information in the form of traffic (or transaction) count and transaction size based on sales to its Commercial and DIY customers. The Company periodically includes such information in the analysis of its sales results to further explain the drivers of its comparable store sales results.

Comparable store sales is the key indicator of the Company’s existing store sales and is a function of transaction count and average transaction size.  During 2014, the Company’s comparable store sales increased 2.0%, or $125.8 million, as the result of a 3.7% increase in the average transaction size, partially offset by a 1.5% decline in transaction count. The decline in transaction count was due to a number of factors including a gradual shift in higher mix of Commercial customers, excluding the impact of GPI acquisition in Fiscal 2014.  The Company expects to continue to see a long-term shift in customer mix towards Commercial customers as a result of a larger market opportunity and increased investments to better serve those customers, which will help drive an increase in overall average transaction size but pressure transaction count.  The average transaction size is significantly larger for Commercial customers because a single Commercial sale may combine products for multiple jobs or represent a more complex job. Therefore, as the Company increases the mix of Commercial customers this will drive an increase in average transaction size. The Company’s primary goal from a topline sales perspective is to increase comparable store sales by executing on its key strategies in serving both Commercial and DIY customers while realizing that the overall growth rates are different for these customer groups based on the previously discussed factors.

Therefore, the Company believes the description of qualitative drivers of the change in comparable store sales as explained in its Results of Operations, as clarified in this response, is more valuable for an understanding of the Company’s results than the magnitude of the quantitative changes in average transaction size and transaction count in Total or by Commercial and DIY.  These qualitative factors are intended to provide supplemental, directional support of the Company’s overall change in comparable store sales as driven by its Commercial and DIY customers and consistent within the Company’s industry. Furthermore, the overall change in comparable store sales is the primary indicator that links back to the Company’s strategies and to the Company’s total profitability results. In future filings, the Company proposes to furnish additional information, as necessary, to explain its fluctuations in transaction count and average transaction amount which will connect its comparable sales results back to the key strategies discussed in the Executive Overview and earnings call which should provide investors more useful information when analyzing the Company’s sales results compared to its previous performance and against the results of its peer companies. As an example, the Company has illustrated the enhanced disclosure for 2014 by including the additional commentary as follows (additions noted in bold):

United States Securities and Exchange Commission

July 27, 2015

Page 3 of 7

“Net sales for Fiscal 2014 were $9,843.9 million, an increase of $3,350.0 million, or 51.6%, over net sales for Fiscal 2013. This growth was primarily due to sales of $3,040.5 from the acquired GPI operations, $150.4 million in sales from the 53rd week, comparable store sales of 2.0% and sales from new stores opened during Fiscal 2014. Our comparable store sales increase reflected stronger performance from Commercial, driven by increases in both traffic and average transaction amount, partially offset by a decrease in DIY sales driven by lower traffic count. The increase in Commercial transactions is expected due to the larger market opportunity in the Commercial business combined with our increased focus and investments in serving Commercial customers. The decrease in DIY customers was driven by inconsistent customer traffic in many of our markets due to weather, less market opportunity and overall more competition. Our overall transaction value increased primarily due to higher priced products sold to Commercial and DIY customers, which reflects the gradual increase in price and complexity of automotive parts and accessories, and a higher mix of Commercial sales.”

      2014

     2013

Comparable Store Sales %

 2.0

 %

 ( 1.5

 )%

Net Stores Added (excluding GPI stores)

 124

 151

2.

 We note from your results of operations disclosures on page 25 that Commercial drove increases in 2014 comparable store sales and a decrease in your gross profit rate and that the sales increase was partially offset by DIY sales movements. Please separately quantify and explain the reasons for the changes in the comparable store sales and gross profit of your Commercial and DIY operations. It appears such information would be useful to investors considering your disclosures on page 5 indicate that Commercial is your “growth engine” and that you “have concentrated a significant amount of our investment on increasing our Commercial sales.” We further note from the prepared remarks during the Q4 2014 earnings call that “the commercial business led the way during the quarter once again delivering strong comparable store sales gains” and that the “DIY business continued its uneven sales trends” and “delivered inconsistent performance in 2014.” Additionally, considering you classify costs associated with your Commercial delivery program within SG&A expense, please explain to us what consideration you gave to presenting and discussing the results of your Commercial and DIY businesses at a level below gross profit.

Response:  The Company’s net sales for Fiscal 2014 increased by $3,350.0 million, or 51.6%, over net sales for Fiscal 2013. This growth was primarily due to sales of $3,040.5 million from the acquired GPI operations, $150.4 million in sales from the 53rd week, comparable store sales of 2.0% and sales from new stores opened during Fiscal 2014. Although the mix of comparable store sales changed slightly between Commercial and DIY, the vast majority of the acquired GPI sales were to Commercial customers resulting in a significantly higher mix of Commercial sales.  As a result Commercial sales increased from 40.4% of total sales in 2013 to 57.0% in 2014.  Although the Company does believe that Commercial sales will be our growth engine due to

United States Securities and Exchange Commission

July 27, 2015

Page 4 of 7

industry dynamics, we do not expect to continue to see a dramatic shift in our sales mix that was caused by the acquisition of GPI.

The Company’s comparable sales increase was driven by an increase in average transaction size partially offset by a decline in transaction count. The increase in average Commercial and DIY transaction size coupled with an increase in Commercial transaction count more than offset the decline in DIY transactions, both of which are more fully explained in the Company’s response to Comment #1. Transaction count and average transaction size are not quantified industry metrics disclosed by the Company or its competitors in the automotive aftermarket industry.

The changes in comparable store sales mix between Commercial and DIY sales did not materially impact the Company’s gross profit rate. The total gross profit rate was significantly impacted by the lower product margins on the acquired Commercial sales that significantly impacted our mix of sales.  Commercial sales typically have lower margins due to the impact of lower selling prices. The remaining drivers of the change in the Company’s gross profit rate were higher supply chain costs partially offset by acquisition synergy savings.

The Company does not manage its operating results, such as gross profit, operating income or other level of profit, between Commercial and DIY. Outside of product margins, which exclude distribution and other supply chain costs, the Company does not internally report a gross profit or other metric of profitability by Commercial and DIY. Commercial delivery costs that are classified in SG&A are rolled up to total SG&A and did not significantly impact our SG&A rate. The Company does not specifically break out other SG&A expenses between Commercial and DIY.

In future filings, the Company proposes to be more clear on what impacts, if any, that Commercial and DIY sales have on total sales and gross profit individually if material.

Item 8. Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page F-9

3.

 Based on the prepared remarks included within the Q1 2015 earnings call, we note that your Speed Perks loyalty program is one of three initiatives you expect to improve your DIY business. Please tell us more about your loyalty program accounting policies along with what consideration you gave to disclosing these details within your filing.

Response:  In 2014, the Company launched its retail loyalty program, Speed Perks, which rewards do-it-yourself (“DIY”) customers with coupons based on qualifying purchases at the Company’s stores. The program allows a DIY customer to enroll by providing sufficient contact information to receive either an email or text message.  Customers enroll at no charge and do not pay a membership fee. After enrolling in Speed Perks, members receive a $5 reward coupon for each qualifying purchase between $30 and $100 in a single transaction.  A $20 reward coupon is earned for each purchase of $100 or more in a single transaction.  The reward coupons are sent via

United States Securities and Exchange Commission

July 27, 2015

Page 5 of 7

email or text message within about two to three days of the qualifying transaction.  The reward coupons have no cash value and may be redeemed on a future qualifying purchase, subject to minimum purchase thresholds, and expire 60 days after the date of issuance.

The Company accounts for the Speed Perks program in accordance with Financial Accounting Standards Board Accounting Standards Codification 605-50-Customer Payments and Incentives (“ASC 605-50”). According to ASC 605-50:

“The vendor shall recognize the rebate or refund obligation as a reduction of revenue based on a systematic and rational allocation of the cost of honoring rebates or refunds earned and claimed to each of the underlying revenue transactions that result in progress by the customer toward earning the rebate or refund. Measurement of the total rebate or refund obligation shall be based on the estimated number of customers that ultimately will earn and claim rebates or refunds under the offer (that is, breakage should be considered if it can be reasonably estimated).”

Based on this guidance, the Company records a reduction to revenue in the period that reward coupons are earned by members, and records a corresponding deferred revenue liability. The Company recognizes the deferred revenue in the period the reward coupons are redeemed.

The Company evaluated the necessity for disclosure of its Speed Perks program accounting policy and activity in the footnotes to its consolidated financial statements and determined that disclosure was not warranted due to immateriality. As of January 3, 2015 the Company had deferred revenue of $765 thousand related to its Speed Perks program and during the year ended January 3, 2015, the Company recognized $596 thousand of deferred revenue associated with the redemption of reward coupons as the program was still relatively new. The deferred revenue liability represented 0.02% of the Company’s total current liabilities as of January 3, 2015, and the Speed Perks program deferred revenue recognized upon redemption for the year ended January 3, 2015 was 0.006% of sales, which are immaterial for disclosure purposes.

The Company will continue to account for its Speek Perks program in accordance with ASC 605-50 and will continue to monitor the program’s impact on its consolidated financial statements and whether disclosure in the corresponding footnotes is required based on materiality.

Note 4. Acquisitions, page F-17

4.

 We note that you allocated approximately 56% of your General Parts International, Inc. (“GPI”) purchase price to inventory. Based on the pro forma financial statements included in Exhibit 99.4 of your Form 8-K/A filed November 25, 2013, we note that, although not a final determination, you assumed no inventory fair value adjustments since a “preliminary review of the nature, condition and age of GPII’s inventory indicates the assets’ fair value equals their book value.” Please tell us the fair value adjustment you recorded related to GPII’s inventory and explain to

July 13, 2015

Michael A. Norona
Chief Financial  Officer
Advance Auto Parts
5008 Airport Road
Roanoke, VA  24012

Re: Advance Auto Parts
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed March 3 , 2015
File No. 001 -16797

Dear M r. Norona :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operati ons

Consolidated Results of Operations, page 26

1. We note that your disclosure of the net sales analysis for all periods presented includes a
discussion of changes in comparable store sales driven by increases or decreases in
“traffic,” “average transactio n amount” and/or “transaction count.”  If these are key
metrics reviewed by management, we would generally expect you to quantify the
metric(s) for each period presented in addition to explaining how it impacted the change
in your net sales.  As part of yo ur response, please quantify these metrics to help us better
understand how they impacted your results.  We remind you that the principal objectives
of MD&A include providing readers with a view of the company through the eyes of
management.  To do this, c ompanies should include a discussion of the key variables and
other qualitative and quantitative factors which are peculiar to and necessary for an
understanding and evaluation of the individual company.  See Section III.B.1 of SEC

Michael A. Norona
Advance Auto Parts
July 13, 2015
Page 2

 Release No. 33 -8350 and Part III.A of SEC Release No. 33 -6835.  We may have further
comments after considering your response.

2. We note from your results of operations disclosures on page 25 that Commercial drove
increases in 2014 comparable store sales and a decrease in your gros s profit rate and that
the sales increase was partially offset by DIY sales movements.  Please separately
quantify and explain the reasons for the changes in the comparable store sales and gross
profit of your Commercial and DIY operations.  It appears suc h information would be
useful to investors considering your disclosures on page 5 indicate that Commercial is
your “growth engine” and that you “have concentrated a significant amount of our
investment on increasing our Commercial sales.”  We further note from the prepared
remarks during the Q4 2014 earnings call that “the commercial business led the way
during the quarter once again delivering strong comparable store sales gains” and that the
“DIY business continued its uneven sales trends” and “delivered inconsistent
performance in 2014.”  Additionally,  considering you classify costs associated with your
Commercial delivery program within SG&A expense, please explain to us what
consideration you gave to presenting and discussing the results of your Commercial and
DIY businesses  at a level below gross profit.

Item 8. Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page F -9

3. Based on the prepared remarks included within the Q1 2015 earnings call, we note that
your Speed Perks loyalty program is one of three initiatives you expect to improve your
DIY business.  Please tell us more about your loyalty program accounting policies along
with what consideration you gave to disclosing these details within your filing.

Note 4. Acquisitions, page F -17

4. We note that you allocated approximately 56% of your General Parts International, Inc.
(“GPI”) purchase price to inventory.  Based on  the pro forma financial statements
included in Exhibit 99.4 of your Form 8 -K/A filed November 25, 2013, we note that,
although not a final determination, you assumed no inventory fair value adjustments
since a “preliminary review of the nature, condition and age of GPII’s inventory indicates
the assets’ fair value equals their book value.”  Please tell us the fair value adjustment
you recorded related to GPI I’s inventory and explain to us in sufficient detail how your
treatment complied with GAAP.  For exa mple, demonstrate to us, if applicable, that the
inventory amount recorded reflected estimated selling price less the sum of costs of
disposal and a reasonable profit allowance for your selling effort.  See ASC 820 -10-55-
21.

Michael A. Norona
Advance Auto Parts
July 13, 2015
Page 3

 We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jason Niethamer, Assistant Chief Accountant, at 202-551-3855,
Andre w Blume , Staff Accountant, at 202 -551-3254 or me at 202-551-3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

Cc: Jill Livesay

July 2 , 2012

Via E -mail
Michael Norona
Executive Vice President and Chief Financial Officer
Advance Auto Parts, Inc.
5008 Airport Road
Roanoke, VA 24019

Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
File No. 001 -16797

Dear Mr. Norona :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the  United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ James Allegretto for

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

		Corresp Letter 6.21.12

Mike Norona

Executive Vice President-Chief Financial Officer

Advance Stores Company, Incorporated

5008 Airporat Road

Roanoke, VA 24012

Phone: 952-715-5069

E-mail: mike.norona@advance-auto.com

June 21, 2012

Andrew D. Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via E-mail AND EDGAR

Re:    Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 28, 2012

Response Dated May 24, 2012

File No. 001-16797

Dear Mr. Mew,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated June 7, 2012, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended December 31, 2011 filed on February 28, 2012 (the “2012 10-K”).  In order to ease your review, we have repeated each of the comments in its entirety.

Item 8. Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements, page F-9

17. Contingencies, page F-31

1.

 We note your response to prior comment 2. Please clarify for us whether an estimate of the additional potential liability is not reasonably estimable or estimable but immaterial. In the first paragraph you assert a range cannot be reasonably estimated for claims that may be filed in the future. In the second paragraph you state you will revise your disclosure in future filings to indicate you are unable to estimate your potential additional liability with respect to lawsuits. In the third paragraph you discuss the procedures you have developed and undertake on a quarterly basis and indicate your calculated estimate of the potential liability for the “asbestos portfolio” has been immaterial. If your conclusion is that you are not able to estimate a range of reasonably possible losses in addition to the amount accrued please clearly state that fact and revise your disclosure in future filings accordingly.

United States Securities and Exchange Commission

June 21, 2012

Page 2 of 3

Response:  We have not disclosed a possible range of losses for asbestos claims because we do not believe that we are able to reasonably estimate our liability with respect to asbestos claims that may be filed against our company in the future.  The procedures described in our response letter to the Staff dated May 24, 2012 that we have developed and undertaken on a quarterly basis are used to calculate an estimate of the potential liability for our “asbestos portfolio” for purposes of establishing our litigation reserves.  The term “asbestos portfolio” refers only to currently pending asbestos claims.  Historically, our asbestos claims have been inconsistent in number and type and have been immaterial.

We will revise our disclosure in future filings to clearly state that we are not able to estimate a range of reasonably possible losses in addition to the amount accrued.

2.

 We note your assertion that claim filing rates have yet to form a predictable pattern and that as result you are unable to reasonably estimate your asbestos liability with respect to claims that may be filed in the future. Please explain in more detail how the historical experience gained over the past nine years has not provided sufficient and reasonable information to estimate a range of loss and what review procedures you undertake with respect to unasserted claims. In this regard, your quarterly legal review refers to the “asbestos portfolio” which appears to mean pending matters. If our understanding is incorrect, please advise us of the scope of matters included in the “portfolio.” See FASB ASC 450-20-55.

Response:  The Staff's understanding is correct that the phrase “asbestos portfolio” in our response letter to the Staff dated May 24, 2012 refers to asbestos matters that are currently pending at the time of the quarterly review.  We evaluate asbestos claims when they are asserted through claims filed against us, and we establish reserves based on our historical experience using the procedures that we previously described.  We believe that our current history of asbestos claims does not provide us with sufficient and reasonable information to estimate a range of loss for potential future, unasserted asbestos claims because the number and the value of the alleged damages of such claims have not been consistent and have varied substantially from year to year.  In addition, the potential impact of such future claims could vary significantly depending on the insurance coverage available to satisfy such claims.  The insurance coverage that may be available to satisfy such claims is based on the time period in which the event giving rise to the claim is alleged to have occurred.  Thus, we do not believe that we are able to reasonably estimate our liability with respect to asbestos claims that may be filed against our company in the future.

United States Securities and Exchange Commission

June 21, 2012

Page 3 of 3

Thank you for your attention to the Company's response to your comment.  Should you have any questions or comments with respect to this filing, please call me at

(952) 715-5069 or e-mail at mike.norona@advance-auto.com.

Sincerely,

/s/ Michael A. Norona

Michael A. Norona

Executive Vice President and Chief Financial Officer

cc:

 Scott Stringer (Securities and Exchange Commission)

Christina Melendi (Bingham McCutchen LLP)

June 7 , 2012

Via E -mail
Michael Norona
Executive Vice President and Chief Financial Officer
Advance Auto Parts, Inc.
5008 Airport Road
Roanoke, VA 24019

Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012
Response Dated May 24, 2012
File No. 001 -16797

Dear Mr. Norona :

We have reviewed your response and have the following additional comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Item 8.  Financial S tatements and Supplementary Data

Notes to the Consolidated Financial Statements, page F -9

17. Contingencies, page F -31

1. We note your response to prior comment 2. Please clarify for us whether an estimate of
the additional potential liability is not reaso nably estimable or estimable but immaterial.
In the first paragraph you assert a range cannot be reasonably estimated for claims that
may be filed in the future.  In the second paragraph you state you will revise your
disclosure in future filings to indic ate you are unable to estimate your potential additional
liability with respect to lawsuits.  In the third paragraph you discuss the procedures you
have developed and undertake on a quarterly basis and indicate your calculated estimate
of the potential lia bility for the “asbestos portfolio” has been immaterial.  If your
conclusion is that you are not able to estimate a range of reasonably possible losses in

Michael Norona
Advance Auto Parts, Inc.
June 7 , 2012
Page 2

 addition to the amount accrued please clearly state  that fact and revise your disclosure in
future f ilings accordingly.

2. We note your assertion that claim filing rates have yet to form a predictable pattern and
that as result you are unable to reasonably estimate your asbestos liability with respect to
claims that may be filed in the future.  Please explain in more detail how the historical
experience gained over the past nine years has not provided sufficient and reasonable
information to estimate a range of loss and what review procedures you undertake with
respect to unasserted claims.  In this reg ard, your quarterly legal review refers to the
“asbestos portfolio” which appears to mean pending matters.  If our understanding is
incorrect, please advise us of the scope of matters included in the “portfolio.”   See FASB
ASC 450 -20-55.

You may contact  Scott Stringer, Staff Accountant , at (202) 551 -3272  or Donna Di Silvio,
Staff Accountant , at (202) 551 -3202  if you have questions regarding our comments .  You may
contact me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

		Corresp Letter 5.24.12

Mike Norona

Executive Vice President-Chief Financial Officer

Advance Stores Company, Incorporated

5008 Airporat Road

Roanoke, VA 24012

Phone: 952-715-5069

E-mail: mike.norona@advance-auto.com

May 24, 2012

Andrew D. Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via E-mail AND EDGAR

Re:    Advance Auto Parts, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Filed February 28, 2012

File No. 001-16797

Dear Mr. Mew,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated May 10, 2012, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended December 31, 2011 filed on February 28, 2012 (the “2012 10-K”).  In order to ease your review, we have repeated each of the comments in its entirety.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, page 31

1.   We note your disclosure throughout Management's Discussion and Analysis of Financial Condition and Results of Operations that higher shrink expense was one of the factors contributing to a decrease in gross profit compared to the prior year. Please supplement your discussion here to discuss how accurate your estimates have been in the past and whether your estimates have changed significantly in the past based on physical inventory counts or other factors. Further, please tell us the reason(s) for the increase in shrink during fiscal 2011. You disclose the reasons you could be required to revise your estimates of required reserves in the future, however it is not clear if there was one or several factors contributing to the increase in shrink expense in fiscal 2011.

United States Securities and Exchange Commission

May 24, 2012

Page 2 of 6

Response:  Our inventory shrink estimates can reasonably vary throughout the year and are developed based on the best information available to us, which primarily consists of the results from full physical inventories completed in substantially all our stores over the course of the year, other targeted inventory counts in our stores and cycle counts in our distribution centers. Historically, we have not experienced material adjustments to our shrink reserve since we are continually making adjustments on a store-by-store basis as information becomes available. Over the last three years, our shrink rate has fluctuated less than 30 basis points. In 2011, we experienced an increase in shrink expense based on the unfavorable results from the completion of physical inventories in our stores.

In future filings on Form 10-K, we propose to revise the discussion of our shrink reserve as follows:

“Shrink may occur due to theft, loss or inaccurate records for the receipt of merchandise, among other things. We establish reserves for estimated store shrink at a point in time based on results of physical inventories conducted by independent third parties in substantially all our stores over the course of the year, results from other targeted inventory counts in our stores and historical and current loss trends. In our distribution facilities, we perform cycle counts throughout the year to measure actual shrink and to estimate reserve requirements. We believe we have sufficient current and historical knowledge to record reasonable estimates for our shrink reserve and that any differences in our shrink rate in the future would not have a material impact on our shrink reserve.

While our shrink expense increased in 2011 from a loss of inventory as determined by the completion of physical inventories in our stores, our shrink rate has fluctuated less than 30 basis points over the last three years. Historically, we have not experienced material adjustments to our shrink reserve. Furthermore, we have consistently completed a similar number of physical inventories at comparable times throughout the year.”

Item 8. Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements, page F-9

17. Contingencies, page F-31

2.   We refer you to the lawsuits regarding exposure to asbestos-containing products. Based on your disclosure a material adverse verdict appears reasonably possible. If there is at least a reasonable possibility that a loss exceeding amounts already recognized may have been incurred, in your next periodic filing, please either disclose an estimate (or, if true, state that the estimate is immaterial in lieu of providing quantified amounts) of the additional loss or range of loss, or state that such an estimate cannot be made. Please refer to FASB ASC 450-20-50.

United States Securities and Exchange Commission

May 24, 2012

Page 3 of 6

If you conclude that you cannot estimate the reasonably possible additional loss or range of loss, please supplementally explain to us: (1) the procedures you undertake on a quarterly basis to attempt to develop a range of reasonably possible loss for disclosure and (2) for each material matter, what specific factors are causing the inability to estimate and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range of losses would be for those reasonably possible outcomes.

Response:  We have not disclosed a reasonably possible range of loss in connection with asbestos matters in addition to the amount accrued for asbestos matters because our potential additional liability in respect of these matters is not reasonably estimable.  Developing a reasonable estimate would require at a minimum that we be able to project with a reasonable degree of accuracy the rate at which claims will be filed against us.  Our experience has been that the overall trends in terms of the rate of filing of asbestos-related claims with respect to all potential defendants has changed over time, and that filing rates as to us in particular have varied over the last several years.  We are a peripheral defendant - that is, we have never manufactured asbestos or asbestos-containing components.  As a result, claim filing rates against us have yet to form a predictable pattern, and we are unable to project a practicable estimate of our future filing rate.  Without a reasonable basis upon which to project a future claim filing rate we are unable to reasonably estimate our asbestos liability with respect to claims that may be filed in the future.  We are unable to determine at this time when or if the filing rates will stabilize sufficiently to be predictable enough to estimate additional potential liability.

We will revise our disclosure in future filings to disclose that we are unable to reasonably estimate our potential additional liability with respect to lawsuits regarding exposure to asbestos containing products.

As part of our overall quarterly legal review, we review the reserve for our pending asbestos cases by adding dismissals and settlements since the previous quarter's review to cumulative data from a multi-year period which is representative of our experience (currently the past nine years).  We then calculate a new settlement rate and average cost per closed matter based on the results of this analysis.  These new averages and any other known circumstances related to a specific case are applied to the number of pending cases which yield an estimate of the total potential liability for the asbestos portfolio at that time.  Historically, our calculated estimate of the potential liability for the asbestos portfolio at any point in time has been immaterial. Periodically, not less than every six months, we review the multi-year period used to calculate the averages applied during the year to determine if a different period needs to be chosen for calculations going forward, or whether the simple roll forward of the nine-year period is appropriate.  In addition to our General Counsel and legal staff, our quarterly legal review includes the Chief Financial Officer and Controller.

United States Securities and Exchange Commission

May 24, 2012

Page 4 of 6

Note 21. Segment and Related Information, page F-37

3.   We note your disclosure on page 3 that stores within your AAP reportable segment are operated and divided into three geographic areas and that this segment also includes your e-commerce operations. Please tell us the operating segments you have identified for each reportable segment and expand your disclosure to state whether operating segments have been aggregated. See FASB ASC 280-10-50-21.

Response:  Our AAP reportable segment is comprised of our three geographic areas which primarily include stores in the Northeastern, Southeastern and Midwestern areas of the United States. These areas are individually considered operating segments pursuant to ASC 280-10-50-01 and are aggregated as allowed by ASC 280-10-50-11.

Our e-commerce operations primarily consist of sales from our online website and Commercial ordering platform as part of our integrated operating approach of serving our Do-It-Yourself (“DIY”) and Commercial customers. Our online website allows our DIY customers to pick up merchandise at a conveniently located store or have their purchases shipped directly to them. Over two-thirds of our online sales are picked up at store locations. Through our online ordering platform, our Commercial customers can conveniently place their orders with a designated store location. Accordingly, sales processed through our stores are reflected in our geographic area results.

From a Chief Operating Decision Maker (“CODM”) perspective, e-commerce is viewed as another means of reaching the same types of customers served by our stores and therefore we do not provide discrete financial information on e-commerce as part of the CODM reporting package. The inclusion of the store pick-up and online Commercial sales in our geographic area results further supports the close relationship of e-commerce and our retail operations. We review our operating segments on a quarterly basis, or at any time that facts and circumstances dictate that a change may have occurred with respect to an existing segment or resulting in the identification of a new segment.

In future filings, we propose to revise the introductory language in our segment footnote to be more specific with regard to what operating segments we aggregate for reportable segment purposes as follows:

“The Company has the following two reportable segments: AAP and AI. As of December 31, 2011, the AAP segment is comprised of 3,460 stores in the Northeastern, Southeastern and Midwestern areas of the United States (included in the Southeastern area are 26 stores in Puerto Rico and the Virgin Islands). These stores, which operate under the trade names “Advance Auto Parts,” “Advance Discount Auto Parts” and “Western Auto,” offer a broad selection of brand name and proprietary automotive replacement parts, accessories and maintenance items for domestic and imported cars and light trucks. We aggregate the financial results of AAP's geographic areas, which are individually considered operating segments, due to the economic similarities of those areas.

United States Securities and Exchange Commission

May 24, 2012

Page 5 of 6

Included in our geographic areas are sales generated from our e-commerce platforms. Our e-commerce platforms primarily consist of our online website and Commercial ordering platform as part of our integrated operating approach of serving our DIY and Commercial customers. Our online website allows our DIY customers to pick up merchandise at a conveniently located store location or have their purchases shipped directly to them. The majority of our online sales are picked up at store locations. Through our online ordering platform, Commercial customers can conveniently place orders with a designated store location.

The AI segment consists solely of the operations of Autopart International, and operates stores under the “Autopart International” trade name. AI mainly serves the Commercial market from its 202 stores, as of December 31, 2011, primarily located in the Northeastern and Mid-Atlantic regions of the United States and Florida. We aggregate the financial results of AI's geographic areas, which are individually considered operating segments, due to the economic similarities of those areas.”

Conclusion:

As requested in your letter, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further understands that the Division of Enforcement has access to all information provided to the Staff of the Division of Corporation Finance in the Staff's review of the Company's filing or in response to the Staff's comments on the Company's filing.

Thank you for your attention to the Company's response to your comment.  Should you have any questions or comments with respect to this filing, please call me at (952) 715-5069 or e-mail at mike.norona@advance-auto.com.

United States Securities and Exchange Commission

May 24, 2012

Page 6 of 6

Sincerely,

/s/ Michael A. Norona

Michael A. Norona

Executive Vice President and Chief Financial Officer

cc:    Scott Stringer (Securities and Exchange Commission)

Christina Melendi (Bingham McCutchen LLP)

May 10, 2012
 Via E-mail

Michael Norona Executive Vice President and Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, VA 24019
Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 28, 2012 File No. 001-16797

Dear Mr. Norona:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Critical Accounting Policies, page 31

1. We note your disclosure thr oughout Management’s Discussion and Analysis of Financial
Condition and Results of Operations that hi gher shrink expense was one of the factors
contributing to a decrease in gross profit comp ared to the prior year.  Please supplement
your discussion here to discuss how accurate your estimates have been in the past and
whether your estimates have changed signi ficantly in the past  based on physical
inventory counts or other factor s.  Further, please tell us the reason(s) for the increase in
shrink during fiscal 2011.  You disclose the r easons you could be required to revise your
estimates of required reserves in the future, however it is not clea r if there was one or
several factors contributi ng to the increase in shrink expense in fiscal 2011.

Michael Norona Advance Auto Parts, Inc. May 10, 2012 Page 2

 Item 8.  Financial Statements and Supplementary Data

 Notes to the Consolidated Fi nancial Statements, page F-9

 17. Contingencies, page F-31

2. We refer you to the lawsuits regarding expos ure to asbestos-containing products.  Based
on your disclosure a material adverse verdict ap pears reasonably possible.   If there is at
least a reasonable possibility that a loss exceeding amounts already recognized may have
been incurred, in your next periodic filing, please either disclose an estimate (or, if true,
state that the estimate is immaterial in lie u of providing quantified amounts) of the
additional loss or range of loss,  or state that such an estimate cannot be made.  Please
refer to FASB ASC 450-20-50.

If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally explain to  us: (1) the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure
and (2) for each material matter, what specif ic factors are causing the inability to estimate
and when you expect those factor s to be alleviated.  We r ecognize that there are a number
of uncertainties and po tential outcomes associated with lo ss contingencies.  Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including
determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losses would be  for those reasonably possible outcomes.

Note 21.  Segment and Related Information, page F-37

3. We note your disclosure on page 3 that stor es within your AAP reportable segment are
operated and divided into three geographic areas and that this  segment also includes your
e-commerce operations.  Please tell us the operating segments you have identified for
each reportable segment and expand your disclo sure to state whether operating segments
have been aggregated.  See FASB ASC 280-10-50-21.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Michael Norona Advance Auto Parts, Inc. May 10, 2012 Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Scott Stringer , Staff Accountant, at (202) 551-3272 or Donna Di Silvio,
Staff Accountant, at (202) 551-3202 if you have questions regarding our  comments.  You may
contact me at (202) 551-3720 with any other questions.

Sincerely,
    /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

July 20, 2010

Via U.S. Mail and Fax (952) 715-5088

Michael A. Norona Executive Vice President & Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, Virginia  24012

Re: Advance Auto Parts, Inc.  Form 10-K for the Fiscal Year Ended January 2, 2010  Filed March 2, 2010
Definitive Proxy Statement on Schedule 14A Filed April 9, 2010
  File No. 001-16797
Dear Mr. Norona:

We have completed our review of your fili ngs and do not have any further comments at
this time.

        S i n c e r e l y ,

        H. Christopher Owings         A s s i s t a n t  D i r e c t o r

CORRESP
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July 2, 2010

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Via Facsimile AND EDGAR

Re:           Advance Auto Parts, Inc.

Dear Mr. Owings,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated June 18, 2010, of the staff of the Division of Corporation Finance (the “Staff”) to the Definitive Proxy Statement on Schedule 14A filed on April 9, 2010 (the “2010 Proxy Statement”).  In order to ease your review, we have repeated each comment in its entirety.

Annual Report on Form 10-K for the period ending January 2, 2010

Definitive Proxy Statement on Schedule 14A

Related Party Transactions, page 12

1.

Please expand your proposed disclosure in response to comment two of our May 24, 2010 letter to clarify what, if any, action is taken by the Chair when he or she is notified by the general counsel’s office of a related party transaction or relationship that was disclosed pursuant to your Code of Ethics and Business Conduct.  Please also clarify whether disclosures pursuant to your Code of Ethics and Business Conduct are affirmatively approved or ratified, and if so, by whom.  In this regard, we note the second to last sentence of your proposed disclosure which states that with respect to related party transactions disclosed in the Annual Questionnaire, your Nominating and Corporate Governance Committee will determine how this affects a director’s independence.  This disclosure, however, does not address the ultimate actions taken with respect to disclosure under the Code of Ethics and Business Conduct, as opposed to the Annual Questionnaire, nor does it address the ultimate actions taken with respect to disclosure by officers in any instance.

H. Christopher Owings

United States Securities and Exchange Commission

July 2, 2010

Page 2

Response:  In light of the Staff’s comments, in future filings the Company proposes to provide additional specificity regarding the process for reviewing and approving related party transactions.  Below, we have provided an example of this supplemental disclosure, which we have revised from the proposed disclosure provided in our letter dated June 8, 2010:

“Pursuant to our Code of Ethics and Business Conduct, officers and directors are required to disclose to the Chair of the Nominating and Corporate Governance Committee of the Board or to our general counsel any transaction or relationship that may create an actual or perceived conflict of interest.  Our general counsel’s office reviews such transactions or relationships and advises the Board or an appropriate Committee of the Board in the event that a transaction or relationship is determined to be a related party transaction.  The Board or the appropriate Committee of the Board will then review the transaction in light of the relevant facts and circumstances and make a determination of whether to ratify or approve the transaction.  In the case of a transaction involving a director, the Nominating and Corporate Governance Committee would also review the transaction to determine whether it might have an effect on the independence of the director.  The Nominating and Corporate Governance Committee reports its conclusions and recommendations to the Board for its consideration.

In addition, our Guidelines on Significant Governance Issues require directors to disclose to the Board (or Audit Committee) any interest that he or she has in any contract or transaction that is being considered by the Board (or Audit Committee) for approval.  After making such a disclosure and responding to any questions the Board may have, the interested director is expected to abstain from voting on the matter and leave the meeting while the remaining directors discuss and vote on such matter.

On an annual basis, each director and executive officer is obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.  The annual Director and Officer Questionnaire is prepared and distributed by our general counsel’s office, and each director or executive officer returns the completed questionnaire to the general counsel’s office for review.  Upon learning that a related party transaction may exist, the general counsel’s office reviews the transaction or relationship and advises the Board or an appropriate Committee of the Board in the event that the transaction or relationship is determined to be a related party transaction.  The Board or an appropriate Committee of the Board will then review the transaction in light of the relevant facts and circumstances and make a determination of whether to ratify or approve the transaction.  In the case of a transaction involving a director, the Nominating and Corporate Governance Committee would also review the transaction to determine whether it might have an effect on the independence of the director.  The Nominating and Corporate Governance Committee reports its conclusions and recommendations to the Board for its consideration.   Any related party transactions with directors or executive officers that have been identified through the processes described above are disclosed consistent with applicable rules and regulations.”

H. Christopher Owings

United States Securities and Exchange Commission

July 2, 2010

Page 3

Alignment with Stockholder Interests, page 25

2.

In response to comment six of our May 24, 2010 letter you describe the process you use for establishing your compensation programs.  However, it does not appear that you have disclosed the process that you undertook in reaching the conclusion that neither your annual nor long-term incentive compensation plans “would be reasonably likely to have a materially adverse effect on the Company.”  Please advise.

Response: As part of the annual planning process, Company management developed recommendations for annual and long-term incentive plan measures and performance scales that were in turn presented to the Compensation Committee.  The Compensation Committee, with the guidance and assistance of its independent compensation consultant, reviewed and approved compensation components, including the annual and long-term incentive plan measures and performance scales, for all named executive officers and other senior executives.  As part of their review, the Compensation Committee and its independent consultant considered the potential risks, if any, associated with the Company’s compensation policies and practices.  The Compensation Committee considered several aspects of the Company’s compensation components, including those set forth below, which mitigate potential incentives for taking excessive risks:

·

the Company uses a balanced and diverse compensation structure designed to link an appropriate portion of compensation to both annual and long-term performance;

·

under the Company’s annual incentive bonus plan, the risks and rewards to the Company of an employee’s performance are evaluated on an annual basis, thereby allowing the Company adequate time to consider performance;

·

annual incentive plan payments to the named executive officers are subject to a maximum amount and the Compensation Committee has discretion to adjust payments downward;

·

the structure of the Company’s annual incentive compensation is based on multiple performance metrics that are consistent with our long-term goals;

·

the Company’s annual incentive compensation structure includes multiple or graduated pay-out levels based on pre-established targets, as compared to a single pay-out level which could encourage excessive risk taking among employees to achieve the single target or otherwise be ineligible for any bonus;

·

a substantial portion of long-term incentive compensation consists of equity awards granted to employees under the Company’s equity-based plan that are subject to multi-year time vesting or performance conditions, which require an employee to commit to a longer time horizon for such awards to be valuable;

H. Christopher Owings

United States Securities and Exchange Commission

July 2, 2010

Page 4

·

the Company’s annual compensation review and performance evaluation process does not focus entirely on the Company’s financial results but considers other factors that do not encourage excessive risk-taking, like operational improvements, customer satisfaction, team member engagement and leadership effectiveness; and

·

regular management reviews and audits are conducted quarterly to ensure short-term incentives are appropriately linked to business outcomes, and the results of the audits are regularly reported to the Compensation Committee.

Based on this review and the factors noted above, the Compensation Committee concluded that neither our annual nor long-term incentive compensation plans would be reasonably likely to have a materially adverse effect on the Company.

Thank you for your attention to the Company’s response to your comments.  Should you have any questions or comments with respect to this filing, please call me at (540) 561-6459 or fax at (952) 715-5088.

Sincerely,

/s/ Michael A. Norona

Michael A. Norona

cc:

Mara L. Ransom (Securities and Exchange Commission)

Christina Melendi (Bingham McCutchen LLP)

June 18, 2010

Via U.S. Mail and Fax (952) 715-5088

Michael A. Norona Executive Vice President & Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, Virginia  24012
Re: Advance Auto Parts, Inc.
Definitive Proxy Statement on Schedule 14A Filed April 9, 2010
  File No. 001-16797

We have reviewed your response dated June  8, 2010 and have the following comments.
You should comply with these comments in all futu re filings, if applicab le.  Please confirm in
writing that you will do so and also  explain to us in sufficient detail how you intend to comply
by providing us with your propos ed revisions.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Annual Report on Form 10-K for the period ending January 2, 2010
\
 Definitive Proxy Statement on Schedule 14A

 Related Party Transactions, page 12

1. Please expand your proposed disclosure in response to comment two of our May 24,
2010 letter to clarify what, if any, action is taken by the Chair when he or she is notified
by the general counsel’s office of a related party transaction or relationship that was
disclosed pursuant to your C ode of Ethics and Business Con duct.  Please also clarify
whether disclosures pursua nt to your Code of Ethi cs and Business Conduct are
affirmatively approved or ratifi ed, and if so, by whom.  In th is regard, we note the second
to last sentence of your proposed disclosure whic h states that with re spect to related party
transactions disclosed in the Annual Qu estionnaire, your Nominating and Corporate
Governance Committee will determine how this a ffects a director’s independence.  This

Michael A. Norona Advance Auto Parts, Inc. June 18, 2010 Page 2

disclosure, however, does not address the ultimate actions taken with respect to
disclosure under the Code of  Ethics and Business Conduct, as opposed to the Annual
Questionnaire, nor does it address the ultimate actions taken with respect to disclosure by
officers in any instance.
 Alignment with Stockhol der Interests, page 25

2. In response to comment six of our May 24, 2010 letter you describe the process you use
for establishing your compensation programs.  However, it does not appear that you have
disclosed the process that you undertook in reaching the conclusion that neither your
annual nor long-term incentive compensation plan s “would be reasonably likely to have a
materially adverse effect on the Company.”  Please advise.

Please contact Chris Chase, Staff Attorn ey, at (202) 551-3485, Mara Ransom, Legal
Branch Chief, at (202) 551-3264 or me  at (202) 551-3720 with any questions.

Sincerely,

H. Christopher Owings
Assistant Director

CORRESP
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June 8, 2010

H. Christopher Owings, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Via Facsimile AND EDGAR

Re:           Advance Auto Parts, Inc.

Dear Mr. Owings,

This letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated May 24, 2010, of the staff of the Division of Corporation Finance (the “Staff”) to the Form 10-K for the fiscal year ended January 2, 2010 filed on March 2, 2010 (the “Form 10-K”) and the Definitive Proxy Statement on Schedule 14A filed on April 9, 2010 (the “2010 Proxy Statement”).  In order to ease your review, we have repeated each comment in its entirety.

Form 10-K for the Fiscal Year Ended January 2, 2010

Exhibit Index

1.

We note that you have filed several agreements as material contracts under Item 601(b)(10) of Regulation S-K, however, it does not appear that you have filed complete copies of such agreements, including all exhibits, schedules and attachments.  Specifically, it does not appear that you have filed complete copies of your Credit Agreement dated as of October 5, 2006 or your Term Loan Credit Agreement dated as of December 4, 2007.  With your next current or periodic report, please file complete copies of these agreements, including all exhibits, appendices, attachments and schedules to these agreements or advise why you are not required to file these documents.  Also please note that it appears that the footnote (11) you reference with respect to the Credit Agreement dated as of October 5, 2006 should be revised to refer to footnote (10).

Response:   The Company will identify and file complete copies of its Credit Agreement dated as of October 5, 2006 and its Term Loan Credit Agreement dated as of December 4, 2007, including all exhibits, appendices, attachments and schedules thereto, as exhibits to the Company’s Form 10-Q for the second quarter of its fiscal year 2010.  In addition, in future filings the Company will comply with the filing requirements of Item 601(b)(10) of Regulation S-K, including the requirement to file all exhibits, schedules and attachments to material contracts.  The Company will also correct the footnote reference for the Credit Agreement dated as of October 5, 2006 in future filings.

H. Christopher Owings

United States Securities and Exchange Commission

June 8, 2010

Page 2

Definitive Proxy Statement on Schedule 14A

Related Party Transactions, page 12

2.

Please expand your disclosure to describe your policies and procedures for review, approval, or ratification of related party transactions.  We note your discussion on page 12 that your directors and officers fill out an annual questionnaire and are required to report related party transactions, but you do not describe how those questionnaires and/or reports are reviewed, approved or ratified or how you otherwise go about considering such transactions for approval.  Refer to Item 404(b) of Regulation S-K.

Response:  In light of the Staff’s comments, in future filings the Company proposes to provide additional specificity regarding the process for reviewing and approving related party transactions.  Below, we have provided an example of the type of this supplemental disclosure:

“Pursuant to our Code of Ethics and Business Conduct, officers and directors are required to disclose to the Chair of the Nominating and Corporate Governance Committee of the Board or to our general counsel any transaction or relationship that may create an actual or perceived conflict of interest.  Our general counsel’s office reviews such transaction or relationship and advises the Chair of the Nominating and Corporate Governance Committee in the event that such transaction or relationship is determined to be a related party transaction.  In addition, our Guidelines on Significant Governance Issues require directors to disclose to the Board (or Audit Committee) any interest that he or she has in any contract or transaction that is being considered by the Board (or Audit Committee) for approval.  After making such a disclosure and responding to any questions the Board may have, the interested director is expected to abstain from voting on the matter and leave the meeting while the remaining directors discuss and vote on such matter.  On an annual basis, each director and executive officer is also obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest.  The annual Director and Officer Questionnaire is prepared and distributed by our general counsel’s office, and each director or executive officer returns the completed questionnaire to the general counsel’s office for review.   Upon learning that a related party transaction may exist, the general counsel’s office undertakes further investigation of the matter, which would include discussing the matter with the affected director or executive officer, and making a final determination of the existence of a related party transaction.  Any related party transactions are then be reported to and reviewed by the Nominating and Corporate Governance Committee as part of its consideration of whether a nominee may be considered independent.  The Nominating and Corporate Governance Committee reports its conclusions and recommendations to the Board for its consideration.”

H. Christopher Owings

United States Securities and Exchange Commission

June 8, 2010

Page 3

Compensation Discussion and Analysis, page 16

Annual Incentive Plan, page 19

3.

We note your indication on page 19 that “our chief executive officer had an incentive target of 200 percent of base salary and other named executive officers had incentive targets of 75, 80 or 90 percent of base salary.”  Please revise to disclose the specific incentive target assigned to each named executive officer.

Response: In the “2009 Grants of Plan-Based Awards Table” on page 28 of the 2010 Proxy Statement, the Company has provided the specific dollar amounts of the 2009 annual incentive targets for each of the named executive officers in the “non-equity incentive plan awards” column.  However, as set forth below, in future filings the Company proposes to provide additional specificity in the textual discussion of the annual incentive targets in the Compensation Discussion and Analysis section entitled “Annual Incentive Plan” by supplementing the disclosure.  Below, we have provided an example based on fiscal 2009 of this supplemental disclosure:

“For 2009, individual targets as a percent of salary for our named executive officers were as follows: Mr. Jackson--200 percent; Mr. Norona--80 percent, Mr. Wade--90 percent, Ms. Kozikowski--75 percent and Mr. Freeland—90 percent.”

4.

We note your statement on page 21 that “[t]he Committee decided to exercise its discretion to adjust the earned incentive awards downward from the maximum 200 percent of target…” and that the annual incentive plan payouts “ranged from 128 percent to 141 percent….”  Please expand to specifically describe how each executive officer’s adjusted award was determined.  We note your statement that “[i]n determining actual bonuses, the Committee also took into account each executive officer’s individual performance…” but this does not clarify the specific individual performance factors considered in adjusting the amounts.

Response:  In response to the Staff’s comment, in future filings and to the extent applicable, the Company would propose to clarify the disclosure regarding specific individual performance factors considered in adjusting the amounts of the named executive officers’ annual incentive plan payout amounts by providing additional disclosure.  An example of this disclosure is set forth below:

“The individual performance factors considered by the Committee when exercising its discretion to adjust downward the amount of the 2009 annual incentive payments for named executive officers included five performance measures for each named executive officer.   All named executive officers were evaluated based on the Company’s performance in the following areas: average sales growth per store, sales per square foot, sales per labor hour, and customer and employee satisfaction scores as measured by an independent third party.  Economic Profit Added was also a performance measure for Messrs. Jackson and Norona.

H. Christopher Owings

United States Securities and Exchange Commission

June 8, 2010

Page 4

Operating income was an additional measure for Mr. Wade and Ms. Kozikowski.  Mr. Freeland’s performance factors included a measure of improvement in gross margin.  Each performance measure has specific achievement levels, directly linked to the Company’s financial plan, which are reviewed and approved by the Committee each year.”

Long-Term Incentive Compensation, page 21

5.

In the second paragraph of this discussion, you state that EPA performance will be assessed for the 2010 through 2012 fiscal years relative to a defined peer group but the following paragraph indicates that such performance will be assessed during fiscal 2009 through 2011.  These statements appear to conflict.  Please revise or advise.  We may have further comment assuming 2009 was the first fiscal year that EPA performance was assessed.

Response:  While we understand the Staff’s comment and propose clarifying the disclosure as set forth below, we believe the information reported on page 21 of the 2010 Proxy Statement pertaining to long-term incentive compensation is correct.  The second through fourth paragraphs of the section entitled “Long Term Incentive Compensation” discuss two separate grants: (i) grants made in November 2008 to which EPA performance measured in fiscal years 2009 through 2011 is applicable and (ii) grants made in December 2009 to which EPA performance in fiscal years 2010 through 2012 is applicable.  In the second paragraph, we tried to explain the distinctions between the performance measures used for the two different three-year, long-term performance periods.  The long-term incentive grants awarded in November 2008 grants and Ms. Kozikowski’s June 2009 grant continue to have performance-based vesting based on EPA performance for fiscal years 2009-2011, while the awards made in December 2009 will be measured by EPA performance during the fiscal years 2010 through 2012.

In light of the Staff’s comment, we commit to improve the clarity of the disclosures.   The following is an example of how we propose to revise and reorder the second and third paragraphs of the Long-Term Incentive Compensation section of the Compensation Discussion and Analysis in future filings:

“For long-term incentive grants made in December 2009, 75 percent of the target award amount of SARs and restricted stock vests in three approximately equal annual installments on the first three anniversaries of the date of grant, subject to the named executive officer’s continued employment.   The remaining 25 percent of the target award will be earned based on our Economic Profit Added (“EPA”) performance relative to a defined peer group during the three-year performance period of fiscal years 2010 through 2012.  The performance-based portion of each award granted in December 2009 may be exercised or issued as of March 1, 2013, following certification by the Committee of the EPA growth rates of the Company and peer group companies during the three-year performance period.

H. Christopher Owings

United States Securities and Exchange Commission

June 8, 2010

Page 5

We introduced performance-based vesting into our long-term incentive program in 2008.  EPA was adopted as the performance measure because we believe it is the measure most strongly aligned with the creation of long-term stockholder value.  For purposes of this program, EPA is defined as operating profit after taxes, reduced by cost of capital during the three-year performance period.  Grants of performance-based SARs and restricted stack made in November 2008 will be earned based on our absolute EPA performance during fiscal years 2009 through 2011.   For grants made in December 2009, management recommended and the Committee approved a slight change to the way EPA performance is measured.  Instead of focusing on absolute EPA performance, for the fiscal 2010 through 2012 performance period we will focus on our EPA growth rate as compared to the EPA growth rate of our peer group.  We believe this shift from EPA performance goals to a measure of EPA performance relative to our peer group aligns with our goal of growing stockholder value.  However, a minimum absolute value of EPA performance for fiscal 2010 through fiscal 2012 must be achieved for any performance-based award to be earned for the grants made in December 2009.  The peer group for purposes of measuring our relative EPA performance is the same as the peer group defined in the “Setting Executive Compensation” section of this 2010 Proxy Statement.”

Alignment with Stockholder Interests, page 25

6.

We note your disclosure in response to Item 402(s) of Regulation S-K where you indicate that none of your compensation programs “would be reasonably likely to have a materially adverse effect on the Company.”  Please describe the process you undertook to reach this conclusion.

Response:  The Compensation Discussion and Analysis in our 2010 Proxy Statement contains explanations of the roles, philosophy and details of the compensation mix of our named executive officers.  This information provides evidence that our performance-based compensation program closely aligns the interests of our named executive officers with those of our stockholders.  Company management develops recommendations for annual and long-term incentive plan measures and performance scales every year as part of the annual planning process. The Compensation Committee, with the guidance and assistance of its independent compensation consultant, reviews and approves compensation components for all named executive officers and other senior executives.  All other company bonus plans are linked to financial or operating measures.  Regular management reviews and audits are conducted quarterly to ensure short-term incentives are appropriately linked to business outcomes, and the results of the audits are regularly reported to the Compensation Committee.

H. Christopher Owings

United States Securities and Exchange Commission

June 8, 2010

Page 6

Summary Compensation Table, page 26

7.

We note that the total compensation paid to each of your named executive officers in 2009 significantly decreased from 2008 as a result of a significant reduction in the grant date fair value of the stock awards granted in the respective years.  It does not appear that you address the factors behind this reduction in your long-term incentive disclosure or otherwise.  Please provide us with revised disclosure addressing this reduction.  Refer to Item 402(b)(2)(ix) of Regulation S-K.

Response:  The higher equity grant values in 2008 as compared to 2009 are attributable primarily to non-recurring grants to several executives upon their hire in 2008 and a lower number of grants to one executive in 2009 versus 2008 due to a change in the annual long-term incentive grant cycle.  Footnotes (b), (c), (d) and (f) to the  “Outstanding Equity Awards at 2009 Fiscal Year-End Table” provide detailed disclosures regarding the non-recurring grants to certain named executive officers at the time of their hiring. In an attempt to provide further clarity, in future filings and to the extent applicable, the Company would propose to add a new footnote (l) to the “Total” column of the Summary Compensation as follows:

“(l)  The Total Compensation fo

Mail Stop 3561          May 24, 2010  Michael A. Norona Executive Vice President & Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, Virginia  24012
Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended January 2, 2010  Filed March 2, 2010
Definitive Proxy Statement on Schedule 14A Filed April 9, 2010
  File No. 001-16797

Dear Mr. Norona:   We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, if applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail how you intend to comply by
providing us with your proposed revisions.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended January 2, 2010

 Exhibit Index

1. We note that you have filed several agreem ents as material contracts under Item
601(b)(10) of Regulation S-K, however, it  does not appear that you have filed
complete copies of such agreements, including all exhibits, schedules and
attachments.  Specifically, it does not appe ar that you have filed complete copies
of your Credit Agreement dated as of Oc tober 5, 2006 or your Term Loan Credit

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 2
Agreement dated as of December 4, 2007.  With your next current or periodic
report, please file complete copies of  these agreements, including all exhibits,
appendixes, attachments and schedules to these agreements or advise why you are
not required to file these documents.  Also, please note that it appears that the
footnote (11) you reference with respect to the Credit Agreement dated as of
October 5, 2006 should be revised to refer to footnote (10).
 Definitive Proxy Statement on Schedule 14A

 Related Party Transactions, page 12

2. Please expand your disclosure to descri be your policies and procedures for
review, approval, or ratification of re lated party transactions.  We note your
discussion on page 12 that your direct ors and officers fill out an annual
questionnaire and are required to report related party transact ions, but you do not
describe how those questionnaires and/ or reports are reviewed, approved or
ratified or how you otherwise go about consid ering such transactions for approval.
Refer to Item 404(b) of Regulation S-K.
 Compensation Discussion and Analysis, page 16

 Annual Incentive Plan, page 19

3. We note your indication on page 19 that “our chief executive officer had an
incentive target of 200 percent of base salary and other named executive officers
had incentive targets of  75, 80 or 90 percent of base salary.”  Please revise to
disclose the specific incentive target assigned to each named executive officer.
4.  We note your statement on page 21 that “[ t]he Committee decided to exercise its
discretion to adjust the earned incenti ve awards downward from the maximum
200 percent of target…” and that the a nnual incentive plan payouts “ranged from
128 percent to 141 percent….”  Please e xpand to specifically describe how each
executive officer’s adjusted award was de termined.  We note your statement that
“[i]n determining actual bonuses, the Committee also took into account each
executive officer’s individual performa nce…” but this does not clarify the
specific individual performance factors c onsidered in adjust ing the amounts.
 Long-Term Incentive Compensation, page 21

5. In the second paragraph of this disc ussion, you state that EPA performance will
be assessed for the 2010 through 2012 fiscal  years relative to a defined peer group
but the following paragraph indicates that such performance will be assessed during fiscal 2009 through 2011.  These stat ements appear to conflict.  Please
revise or advise.  We may have fu rther comment assuming 2009 was the first
fiscal year that EPA pe rformance was assessed.

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 3   Alignment with Stockhol der Interests, page 25

6. We note your disclosure in response to Item 402(s) of Regulation S-K where you
indicate that none of your compensation programs “would be r easonably likely to
have a materially adverse effect on the Company.”  Please de scribe the process
you undertook to reach this conclusion.
 Summary Compensation Table, page 26

7. We note that the total comp ensation paid to each of your named executive officers
in 2009 significantly decreased from 2008 as a result of a signif icant reduction in
the grant date fair value of  the stock awards granted in  the respective years.  It
does not appear that you a ddress the factors behind this reduction in your long-
term incentive disclosure or otherwise.  Please provide us with revised disclosure
addressing this reduction.  Refer to It em 402(b)(2)(ix) of Regulation S-K.

* * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please contact Chris Chase, Staff Atto rney, at (202) 551-3485, Mara Ransom,
Legal Branch Chief, at (202) 551-3264 or me at (202) 551-3720 with any questions.

Sincerely,

H. Christopher Owings Assistant Director

Mail Stop 3561               October 21, 2009  Rachel E. Geiersbach  Senior Attorney  Advance Stores Company, Incorporated  5008 Airport Road NW Roanoke, VA  24012
  Re: Advance Auto Parts, Inc.
   Definitive Proxy Statement on Schedule 14A
  Filed April 14, 2009   File No. 001-16797

Dear Ms. Geiersbach:   We have completed our review of your Proxy Statement and have no further
comments at this time.          S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r

CORRESP
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    corresp.htm

Rachel E. Geiersbach

Senior Attorney

Direct: 540-561-1632

September 24, 2009
Fax: 540-561-1145

Rachel.geiersbach@advance-auto.com

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via Facsimile AND EDGAR

Re:     Advance Auto Parts, Inc.

Dear Mr. Owings,

This letter supplements the response letter of Advance Auto Parts, Inc. (the “Company”), dated August 19, 2009 (the “Initial Response Letter”), to the July 21, 2009, comment letter of the staff of the Division of Corporation Finance (the “Staff”) to the Definitive Proxy Statement on Schedule 14A filed
on April 14, 2009 (the “2009 Proxy Statement”).  Subsequent to our Initial Response Letter, which requested that the Staff confirm the acceptability of a commitment from the Company to disclose budget target amounts in future filings, we had a conversation with Mara Ransom of the Staff on August 26, 2009.  To assist the Staff in its consideration of the Company’s request, Ms. Ransom requested that the Company explain why the Company should not be required to file an amendment
to its Annual Report on Form 10-K for the fiscal year ended January 3, 2009 (the “2008 Form 10-K”) and provide to the Staff in a supplemental letter sample disclosure that it intends to include in future filings in response to the Staff’s comment.

The Company understands it is the Staff’s position that the 2009 Proxy Statement disclosures regarding the Company’s 2008 annual incentive goals and results did not provide sufficiently detailed information to satisfy the requirements of Item 402(b) of Regulation S-K.   As set forth below, the Company proposes
to provide additional specificity, including dollar or percentage amounts, as appropriate, for the goals and actual results underlying the Company’s annual incentive compensation program for the prior fiscal year in future filings.  However, the Company believes that the disclosures in the 2009 Proxy Statement regarding the Company’s 2008 annual incentive goals and results, particularly when taken together with information reported in the Company’s 2008 Form 10-K, were sufficiently
informative to shareholders regarding the Company’s 2008 annual incentive goals and the 2008 results to mitigate the need for filing an amendment to the 2008 Form 10-K.  For example, in describing the performance measures for annual incentive compensation, the Company explained that

H. Christopher Owings

United States Securities and Exchange Commission

September 24, 2009

Page 2

the Do It Yourself (“DIY”) and Commercial sales growth measures and the operating income measure, respectively, were compared to budgeted amounts, which were established based on desired growth levels over the prior year actual results.  The Company reported the rate of growth in DIY and Commercial sales on page 17
of the 2009 Proxy Statement (as well as on page 22 of the Management’s Discussion & Analysis portion of the 2008 Form 10-K).  The fact that certain adjustments were made to the results for certain extraordinary items was reported in the 2009 Proxy Statement, and the amounts of the Company’s operating income and the amounts and reasons for related adjustments are reported and amply explained in the 2008 Form 10-K.  Furthermore, the Company indicated in the 2009 Proxy Statement
that the Company had intended the 2008 financial targets to be challenging based on the 2007 financial results and the continuation in macroeconomic challenges. As explained in the textual material preceding the table in the 2009 Proxy Statement, the Store Manager Turnover measure was based on a percentage rate of improvement in turnover of store managers, and the actual rate of improvement for 2008 was reported.

In addition, the 2008 Annual Incentive Plan Performance Results table included in the 2009 Proxy Statement provides a percentage comparison of the actual performance for each of the performance measures.   When taken together with the textual disclosures that precede the table, shareholders can easily determine that the 2.3
percent decline in DIY comparable store sales was an improvement over the prior year’s trend but was lower than target or budgeted level.  For Commercial comparable store sales, the 2009 Proxy Statement discloses that the actual performance in Commercial comparable stores was a 12 percent improvement over 2007 results and only slightly above the target level.  The 2009 Proxy Statement reports that the Company’s actual results for comparable operating income constituted a 4.9 percent
increase in comparable operating income but fell slightly below target level, and a 28 percent improvement in store manager turnover over 2007 results was substantially above plan level.  In other words, the disclosures made by the Company in its 2008 Form 10-K and 2009 Proxy Statement provided shareholders the information needed to have a meaningful understanding of the basis for the payment of annual incentive compensation to the Company’s named executive officers and thus gave investors the
information necessary to determine that the targets set by the Company to award incentive compensation were reasonable. Based on the foregoing, the Company submits the filing of an amendment to the 2008 Form 10-K would not serve to provide any meaningful, additional information to investors at this time because the Company has provided sufficient information for investors to determine the percentage rate of change in comparable store sales for DIY and Commercial and the relative percentage of its total sales
comprised of Commercial and DIY, respectively.  The Company submits that it will report the actual dollar amounts, or percentage rates as appropriate, for its annual compensation plan performance measures at threshold, target and maximum payout levels as well as the actual results for the prior fiscal year commencing with the Company’s 2010 Proxy Statement in order to provide further transparency in describing the performance measures for annual incentive compensation.

H. Christopher Owings

United States Securities and Exchange Commission

September 24, 2009

Page 3

For the reasons stated in the Company’s response letter dated August 19, 2009, and further explained herein, the Company hereby submits to the Staff that it has made a good faith effort to comply with the commitment in the Prior Comment Letters and that it has significantly improved its disclosure relating to executive compensation
beyond the Staff’s specific comments in the Prior Comment Letters.  Accordingly, the Company proposes to disclose target amounts for the prior fiscal year in its Compensation Discussion & Analysis consistent with the following disclosure for 2008 in future filings in response to the Staff’s comment in its July 21, 2009 comment letter and respectfully requests  the Staff confirm that a commitment from the Company to disclose target amounts for the prior fiscal year in future
filings consistent with the following disclosure is acceptable to the Staff.  (Please note that introductory discussion in the disclosure below remains unchanged, and only the table and accompanying notes have been revised.)

Sample Disclosure:

Annual Incentive Plan

2008 Incentive Plan

Our annual incentive plan provides for the payment of cash bonuses based upon Company performance in relation to predetermined financial targets established near the beginning of the year.  For 2008, we established incentive targets at the median levels reported
in the Hay Group retail compensation data, with the opportunity for above median payouts for correspondingly higher performance.  The overall incentive potential varies depending upon the executive’s position.  For 2008, our chief executive officer had an incentive target of 150 percent of base salary and other named executive officers had incentive targets of 60 or 65 percent of base salary.  The range of potential annual incentive payouts for 2008 was from zero to 200 percent
of each executive officer’s incentive target.  In order for an executive officer to be entitled to receive the maximum annual incentive payout in 2008, the Company would have been required to exceed all predetermined financial targets.  For additional information about the Company’s annual incentive plan, please refer to the “2008 Grants of Plan-Based Awards Table,” which shows the threshold, target and maximum incentive amounts payable under the plan for 2008, and
the “Summary Compensation Table,” which shows the actual non-equity incentive plan compensation paid to executives for our 2008 fiscal year performance.

The following financial performance measures were established for 2008 with relative weights based on their significance in driving stockholder value: 1) Do It Yourself (“DIY”) sales growth for stores open for at least twelve months compared to budgeted growth level: 20 percent; 2) commercial comparable
store sales growth compared to budgeted growth level: 20 percent; 3) operating income compared to budget level: 40 percent; and 4) specific achievement of reduction in store manager turnover compared to prior year: 20 percent.  Budgets for DIY sales, commercial sales, and operating income for the entire Company were approved by the Compensation Committee in February 2008 as part of the annual financial planning process established by the Board of Directors. These targets were determined by reviewing
the Company’s historical performance and attempting to develop challenging, but attainable performance targets in light of market and competitive conditions.  For example, the store manager turnover target was determined by the Compensation Committee based on a desired level of improvement in 2008 over 2007 turnover levels.

The financial goals established in the 2008 annual budget process were intended to be challenging for our Company and our employees.  Performance against the budget and established incentive goals proved to be more achievable in 2008 than in 2007 due in part to the implementation of the four key business transformation
strategies established by management and the Board of Directors early in the year.  The annual incentive plan payout to each of our executives in 2008 was 108.4 percent of their individual targets.  This was driven by an acceleration in our commercial comparable

H. Christopher Owings

United States Securities and Exchange Commission

September 24, 2009

Page 4

store sales growth from 6 percent to 12 percent in 2008, a decrease in the comparable store sales decline of 3 percent in fourth quarter 2007 to a decline of one percent in fourth quarter 2008, a 28 percent improvement in store manager turnover and a 4.9 percent increase in comparable operating income, which excludes
the impact of the fifty-third week of fiscal year 2008 and a non-cash inventory adjustment.  Together, these key financial measures translated to an increase of approximately 16 percent in earnings per share for 2008 on a comparable operating basis.  Annual incentive plan payments in the two prior fiscal years for named executive officers were less than 10 percent of bonus targets when earnings per share growth was 1.4 percent and 5.6 percent for 2006 and 2007, respectively. The following
table shows the annual incentive plan measures and payouts as a percentage of target for 2008.

2008 Annual Incentive Plan Performance Results

Threshold

Performance to Receive

25% Payout

Target

Performance to Receive

100% Payout

Maximum

Performance to Receive

200% Payout

2008 Actual Performance

Measure

Weight

% of

Target

2008 Results

vs. 2007

2008

Results

% of

Target

2008 Results

vs. 2007

2008

Results

% of

Target

2008 Results

vs. 2007

2008

Results

Results

Results

vs. 2007

Results

vs. Goal

Payout

Percent

DIY Sales (a)

20%

96%

-5.0%

 $  3,312.4

100%

-1.0%

 $  3,451.8

104%

2.9%

 $  3,588.9

 $3,405.6

-2.3%

98.7%

75.6%

Commercial Sales (b)

20%

96%

4.8%

     1,326.3

100%

9.2%

     1,381.7

104%

13.5%

     1,436.5

   1,418.5

12.1%

102.7%

167.5%

Operating Income (c)

40%

90%

1.8%

       423.9

100%

13.1%

       471.0

110%

24.4%

       518.1

      457.5

9.9%

97.1%

78.3%

Store Manager Turnover (d)

20%

94%

-10.0%

18%

100%

-15.0%

17%

130%

-30.0%

13%

15.3%

-23.5%

111.1%

142.5%

Total Payment

108.4%

(a)

2008 DIY sales growth target and results measures are based on comparisons with 2007 results.  The 2008 actual performance results reported in the table reflect the amount and percentage rate of change in DIY comparable store sales adjusted to exclude the impact of the fifty-third week of our 2008 fiscal year.

(b)

2008 Commercial sales growth targets and results measures are based on comparisons with 2007 results.  The 2008 actual performance results reported in the table reflect the amount and percentage rate of change in Commercial comparable store sales adjusted to exclude the impact of the fifty-third week of our 2008 fiscal year.

(c)

2008 Operating Income growth target and results measures are based on comparisons with 2007 results.   The 2008 results reported in the table reflect adjustments for certain non-comparable items, primarily consisting of the $37.5 million adjustment recorded for fiscal 2008 due to a change in our inventory management approach
for slow moving inventory.

(d)

2008 Store Manager Turnover target and results measures are expressed as the percentage rate of improvement over the 2007 Store Manager Turnover rate of 20 percent.

Conclusion:

As requested in your letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

H. Christopher Owings

United States Securities and Exchange Commission

September 24, 2009

The Company further understands that the Division of Enforcement has access to all information provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s filings or in response to the Staff’s comments on the Company’s filings.

Thank you for your time and your attention to the Company’s response to your comment.  Should you have any questions or comments with respect to this filing, please call me at 540-561-1632 or fax at 540-561-1448.

Sincerely,

/s/ Rachel E. Geiersbach

Rachel E. Geiersbach

cc:

Mara L. Ransom (Securities and Exchange Commission)

Michael A Norona (CFO - Advance Auto Parts)

Christina E. Melendi (Bingham McCutchen LLP)

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Rachel E. Geiersbach

Senior Attorney

Direct: 540-561-1632

August 19, 2009
Fax: 540-561-1448

Rachel.geiersbach@advance-auto.com

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Via Facsimile AND EDGAR

Re:     Advance Auto Parts, Inc.

Dear Mr. Owings,

This letter follows up our discussion with Mara Ransom on August 8, 2009 and sets forth the response of Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated July 21, 2009, of the staff of the Division of Corporation Finance (the “Staff”) to the Definitive Proxy Statement on Schedule 14A filed on
April 14, 2009 (the “2009 Proxy Statement”).  In order to ease your review, we have repeated the comment in its entirety.

Definitive Proxy on Schedule 14A

Compensation Discussion & Analysis, page 13

Annual Incentive Plan, page 16

1.

We note that your incentive bonus amounts are tied to performance measures based upon budgeted amounts for DIY sales, commercial sales, and operating income.  As we previously requested, please disclose the target amounts that were set by your Compensation Committee in February 2008.  Refer to our comment letters dated December 31,
2007 and February 13, 2008 and your response letter dated February 28, 2008.  Please revise your Form 10-K to provide this disclosure.  To the extent you believe disclosure of these targets is not required because it could result in competitive harm, provide us on a supplemental basis a detailed explanation for this conclusion.  See instruction 4 to Item 402(b) and Question 118.04 of our Regulation S-K Compliance and Disclosure Interpretations located at our web-site, www.sec.gov.

H. Christopher Owings

United States Securities and Exchange Commission

August 19, 2009

Page 2

Response:  The Company notes the Staff’s comment and agrees to disclose in its future filings the budget targets for the prior fiscal year in its Compensation Discussion & Analysis.  However, the Company respectfully requests that the Staff accept a commitment
from the Company to provide these target amounts in future filings rather than requiring an amendment to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 because the Company made a good faith attempt to comply with the Staff’s prior comments set forth in the comment letters dated December 31, 2007 and February 13, 2008 (the “Prior Comment Letters”) and the omission of the 2008 target amounts was inadvertent.

The Prior Comment Letters contained a number of comments to the Company’s Compensation Discussion & Analysis disclosure contained in its Definitive Proxy Statement on Schedule 14A for its 2007 Annual Meeting of Stockholders (the “2007 Proxy Statement”).  In response to the Staff’s comments, the Company
undertook a substantial review and revision of its Compensation Discussion & Analysis disclosure to address the Staff’s comments from the Prior Comment Letters as well as provide additional disclosure regarding the Company’s compensation programs to address positions expressed by the Commission in various Interpretive Releases by the Commission relating to executive compensation disclosure.  The Company’s Compensation Committee also engaged Fredric W. Cook & Co., Inc., as compensation
consultants, to assist with the Company’s compensation program and disclosure in the Company’s public filings.

Specifically, in the 2008 and 2009 Proxy Statements, the Company included a comprehensive description of the performance measures for annual incentive compensation, including (i) the relative weight applied to each performance measure, (ii) the threshold, target, maximum and actual payout for each performance measure and (iii) the actual
performance achieved as compared to each performance measure.  The Company included this information in the 2009 Proxy Statement for 2008 and in the 2008 Proxy Statement for both 2007 and 2006 to address the questions raised by the Staff in the Prior Comment Letters and to fulfill its commitment to the Staff to provide such information for 2006.  At the time of its respective proxy filings, the Company believed the steps taken above fulfilled its commitment to the Staff in providing this information
in the 2008 Proxy Statement and 2009 Proxy Statement.  The Company commits to provide the numeric target amounts set by the Compensation Committee for the prior year in the future filings.

The Company submits that it has made a good faith effort to comply with the commitment in the Prior Comment Letters and believes that it has significantly improved its disclosure relating to executive compensation beyond the Staff’s specific comments in the Prior Comment Letters.  Accordingly, the Company respectfully requests
that the Staff confirm that a commitment from the Company to disclose target amounts in future filings is acceptable to the Staff.

H. Christopher Owings

United States Securities and Exchange Commission

August 19, 2009

Page 3

Conclusion:

As requested in your letter, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company further understands that the Division of Enforcement has access to all information provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s filings or in response to the Staff’s comments on the Company’s filings.

We appreciate your time and your attention to the Company’s response to your comment.  Should you have any questions or comments with respect to this filing, please call me at 540-561-1632 or fax at 540-561-1448.

Sincerely,

/s/ Rachel E. Geiersbach

Rachel E. Geiersbach

cc:

Mara L. Ransom (Securities and Exchange Commission)

Michael A. Norona (CFO – Advance Auto Parts)

Christina Melendi (Bingham McCutchen LLP)

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Rachel E. Geiersbach

Senior Attorney

Direct: 540-561-1632

Fax: 540-561-1145

rachel.geiersbach@advance-auto.com

July 28, 2009

Ms. Mara Ranscom

Legal Branch Chief

U. S. Securities and Exchange Commission

Division of Corporate Finance

Office of Chief Counsel

100 F Street, N.E.

Washington, D.C.  20549

Via: EDGAR and UPS Next Day Air

Re:          Advance Auto Parts, Inc. – Comment Letter

Definitive Proxy Statement on Schedule 14A

Filed April 14, 2009

File No. 001-16797

Dear Ms. Ransom:

In reference to your letter dated July 21, 2009, and in accordance with our telephone conversation yesterday, we will respond to the inquiries set forth in your letter on or before August 20, 2009.

Please revise your contact information for our Chief Financial Officer, Michael A. Norona, to show (952) 715-5088 as the new telecopier number for Mr. Norona.

Please contact me if you have any questions regarding this correspondence.

Very truly yours,

/s/ Rachel E. Geiersbach

Rachel E. Geiersbach

Cc: H. Christopher Owings, Assistant Director

      Michael A. Norona, Executive Vice President, Chief Financial Officer

   Advance Auto Parts, Inc.

Mail Stop 3561

            March 17, 2008

By Facsimile and U.S. Mail

 Michael A. Norona Executive Vice President and Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, VA 24012
  Re: Advance Auto Parts, Inc.
   Form 10-K for Fiscal Year Ended December 30, 2006
   Filed February 28, 2007    File No. 001-16797    Definitive Proxy Statement on Schedule 14a   Filed April 11, 2007    File No. 001-16797

Dear Mr. Norona:
  We have completed our review of your  Form 10-K and related filing have no
further comments at this time.            S i n c e r e l y ,             M i c h a e l  M o r a n          A c c o u n t i n g  B r a n c h  C h i e f

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    aapcorresp.htm

                    Jill
      Livesay

                    Senior Vice
      President, Controller

                    February 28, 2008
                    5008 Airport
      Road

                    Roanoke,
      Virginia  24012

                    H. Christopher Owings

                      Direct

                    540-561-6426

                    Assistant Director
                    Fax
                    540-561-6445

                    United States Securities and Exchange
      Commission

                    Division of Corporation Finance

                    100 F Street, N.E.

                    Washington, D.C. 20549-3561

        Via:  Facsimile
AND EDGAR

        Re:  Advance Auto Parts,
Inc.

        Form 10-K For Fiscal Year December 30,
2006

        Filed
February 28, 2007

        File No.
001-16797

        Definitive
Proxy Statement on Schedule 14A

        Filed
April 11, 2007

        File No.
001-16797

        Dear Mr.
Owings,

        This
letter sets forth the response of Advance Auto Parts, Inc. (the “Company”) to
the comments, dated February 13, 2008, of the staff of the Division of
Corporation Finance (the “Staff”) to the Form 10-K for the Fiscal Year Ended
December 30, 2006 filed on February 28, 2007 (the “10-K”) and the Definitive
Proxy Statement on Schedule 14A filed on April 11, 2007 (the “Proxy
Statement”).  In order to ease your review, we have repeated each
comment in its entirety.

        Form 10-K for Fiscal Year
Ended December 30, 2006

        Note 14.  Income
Taxes, page F-26

                  1.

                  We
      have read your response to our comment six of our letter dated December
      31, 2007.  With respect to the portion of your response that
      addresses purchasing and warehousing costs included in inventory your
      response does not adequately explain why there would be a large difference
      between tax and GAAP.  You highlight that certain
      transportation, storage and purchasing costs are responsible for the
      differences.  However, we direct your attention to Treasury
      Regulation 1.263A-3(c)(3), (4) and (5)
which

            1

                    indicate
      minimal differences between the costs that you are required to capitalize
      as part of inventory under Unicap and the expenses you disclose in note 2
      to your financial statements.  Further, we note that in note 5
      to your financial statements you disclose that the total amount of
      purchasing and warehousing costs capitalized under GAAP was $95.6
      million.  The amount of deferred tax liability associated with
      purchasing and warehousing costs appears unusually large in comparison
      with the amount you have capitalized for GAAP purposes.  Please
      provide us with a more detailed analysis that identifies the specific
      costs, including dollar amounts that you are treating differently for GAAP
      and tax purposes.

        Response:  In
our response dated January 31, 2008, we identified a deferred tax liability of
$23.4 million related to purchasing and warehousing costs.  We note
your reference to Treasury Regulation 1.263A-3(c)(3), (4) and (5) (the “Treasury
Reg”).  We agree that there are minimal differences between the
purchasing and warehousing costs that we capitalize under accounting principles
generally accepted in the United States of America (“GAAP”) and those noted in
the Treasury Reg.  While our response dated January 31, 2008 stated
that we had differences, the major portion of our deferred tax is due to the
method in which the capitalized costs are expensed for GAAP and tax purposes,
and not due to the specific types of costs.  We would also like to
note that during 2006 we capitalized $195.1 million under GAAP and $184.4
million for tax purposes, respectively, of which $95.6 million remained in
inventory for GAAP and $36.1 million remained in inventory for tax purposes at
December 30, 2006.  The approximate deferred tax differences are
attributable to the following:

        Table 1

                    Amount

                     Description

                    (in
      millions)

                     Expense
      Methodology

                  $
                  56.2

                     Cost
      Differences

                  3.3

                    Total

                  $
                  59.5

                     Deferred
      Tax Liability

                     (39.3%
      tax rate)

                  $
                   23.4

        Expense
Methodology:

        Since the
specific costs used in calculating capitalizable costs for GAAP and tax purposes
are substantially the same, the primary reason for the difference between
purchasing and warehousing costs included in inventory for GAAP and tax purposes
is the difference in the expense methodology for capitalizing costs to ending
inventory.  For GAAP purposes, the Company determines which
costs

            2

        remain
capitalized to inventory each period by dividing the purchasing and warehousing
costs eligible for capitalization during a period by the purchases of inventory
during the period and applying that percentage to the amount remaining in
inventory at period end.  The balance of purchasing and warehousing
costs is reported in current period cost of sales.

        We
adopted the Unicap methodology for both GAAP and tax purposes in 1986, when the
Unicap regulations became effective.  The methodology used at the time
of adoption was substantively the same for GAAP and tax
purposes.  However, in 1996, we obtained approval from the IRS through
a Form 3115 filing to utilize a specific identification method to allocate IRC
Section 263A capitalizable costs to ending inventory.  We did not
change our methodology for GAAP purposes at this time, thus creating the current
difference in methods.  Under the specific identification method, the
Company determines the amount of the purchasing and warehousing costs to be
allocated to specific units and records that amount as a cost of sale upon the
sale of that specific unit. The amount capitalized that remains in
inventory is lower for tax than GAAP purposes because the overall unit inventory
turn rate is approximately 35 percent faster than the dollar inventory turn rate
due to the high turnover of low-dollar units.  Additionally, the
methodology used to determine the amount that remains in inventory for tax
purposes calculates the costs of handling inventory by category.  The
categories with higher units on hand are on average less expensive to handle per
unit, which causes fewer dollars to remain in inventory for tax.

        Cost
Differences:

        Cost
differences exist between GAAP and tax as noted in the table below.

        Table 2

                     Description

                     (in
      millions)

                    GAAP

                    Tax

                    Difference

                     Management

                     Activities Costs

                  $
                  5.9

                  $
                  10.7

                  $
                  (4.8
                  )

                     Warehousing
      Costs

                  186.4

                  163.4

                  23.0

                     Mixed
      Service Costs

                  2.8

                  10.3

                  (7.5
                  )

                    Total

                  $
                  195.1

                  $
                  184.4

                  $
                  10.7

                     a

        a – The
$3.3 million of cost differences noted in Table 1 is the amount remaining in the
balance sheet of $10.7 million in total cost differences capitalized during
2006.

        We
capitalize certain warehousing costs for GAAP and tax purposes based upon the
various activities that occur.  The differing treatments of the
activities are:

            3

                  ·

                  Management Activities
      Costs: Costs related to purchasing and replenishment payroll costs
      within our supply chain are capitalized for GAAP and tax
      purposes.  Payroll costs associated with management activities
      attributable to business activities as a whole are not capitalized to the
      cost of inventory for GAAP purposes while they are required to be
      capitalized for tax purposes.  During 2006, the Company
      capitalized $5.9 million for GAAP and $10.7 million for tax for these
      purposes.

                  ·

                  Warehousing Costs:
      Capitalizable expenditures at the distribution centers are costs connected
      with the receiving, replenishment, order pulling, shipping, and
      transportation functions performed at those facilities.  The
      main differences between capitalizable costs at the distribution centers
      for GAAP purposes as opposed to tax purposes are related to the
      reclamation and cycle count processes.  During 2006, the Company
      capitalized $186.3 million for GAAP and  $163.4 million for tax
      related to these warehousing costs for the following
  items:

                  o

                  Each
      distribution center facility has a reclamation area dedicated to
      processing defective and discontinued inventory.  The
      warehousing costs associated with operating this area are not capitalized
      for GAAP or tax purposes due to the costs being directly related to
      inventory that is no longer held for sale.  For tax purposes a
      portion of freight costs is allocated to the reclamation process while it
      is not allocated for GAAP purposes.  The defective and
      discontinued inventory is picked up at a store at the time of each
      scheduled inventory delivery and brought back to a distribution center to
      be processed and returned to the vendor.  For GAAP purposes none
      of the freight costs are allocated to the reclamation process due to the
      fact that the truck would be returning to the distribution center with or
      without any reclamation product and no incremental costs are incurred by
      carrying the reclamation product back to the distribution
      center.

                  o

                  The
      cycle count process involves scheduled routine physical inventory counts
      of the stock keeping units (“SKUs”) stored within the distribution
      center.  These costs are capitalized for GAAP purposes as we
      have determined these costs to be part of distributing inventory to
      stores.  These costs are not capitalized for tax purposes as the
      cycle count costs have been deemed not to fit the definition of handling
      costs or storage costs for tax.

                  ·

                  Mixed Service Costs:
      Mixed service costs as defined in Treasury Regulation 1.263A-1(e) (4) (ii)
      (C) are service costs that are partially allocable to production or resale
      activities (capitalizable mixed service

            4

                    costs)
      and partially allocable to non-production or non-resale activities
      (deductible mixed service costs).  Service costs are defined in
      Treasury Regulation 1.263A-1(e)(4)(i)(A) as indirect costs (e.g. general
      and administrative) that can be identified specifically with a service
      department or function, or that directly benefit or are incurred by reason
      of a service department or function.  Mixed service costs are
      not included as part of capitalizable costs for GAAP purposes with the
      exception of certain local area warehouse (“LAW”) costs, but are included
      for tax purposes.  A LAW is one physical location which houses a
      retail outlet as well as an area warehouse and is capitalizable as the
      location is segregated between the two areas and the costs of the
      warehouse section can be determined readily and segregated from the sales
      section of the store.  A total of $2.8 million of these costs
      were deemed to be capitalizable for GAAP purposes and $10.3 million was
      determined to be capitalizable for tax
purposes.

        Schedule
14A

        Compensation Discussion
& Analysis, page 13

        Annual Incentive Plan, page
14

                  2.

                  We
      are in receipt of your response to our comment 13 of our letter dated
      December 31, 2007.  We note your indication that you disclose on
      page 15 of your Proxy Statement the 2006 financial performance targets and
      their relative weights, however, the disclosure that appears on the
      referenced page appears to contain only the weight of such
      targets.  In future filings, please ensure that you disclose the
      amounts used for the financial targets for 2006.  Also, with
      respect to the reason why you have not disclosed the financial targets for
      2007, please tell us with greater specificity as to why the disclosure
      could have a “detrimental effect on [y]our ability to negotiate with
      vendors and customers.”  We also note your indication that
      “[a]ny actions taken in early 2007 to set performance targets for fiscal
      year 2007 had no impact on the compensation paid to executives for the
      prior year.”  It is not clear what you mean when you state the
      targets “had no impact.”  Please revise to
    clarify.

        Response:  The
Company notes the Staff’s comments and agrees to include the amounts used for
the financial targets for 2006 in future filings.

        With
respect to our statement that disclosing the current year’s financial and
strategic targets would be detrimental, we believe that such disclosure could
have had a negative impact on the Company’s ability to negotiate with our

            5

        vendors
and suppliers by allowing them to determine our sales and operating income goals
when pricing goods and services.   The disclosure of the
Company’s internal financial and strategic targets could also lead customers,
vendors and others to make assumptions about the Company’s business and retail
pricing practices that may not be accurate.

                  In
      addition, to clarify our statement that our performance targets may not
      have an impact on compensation paid to employees, the bonuses paid to the
      Company’s named executive officers under the annual incentive plan in any
      given year are not affected by the financial and strategic thresholds and
      targets set in subsequent years for the subsequent year bonus
      award.   In other words, the financial and strategic
      thresholds and targets set in early 2007 for the 2007 bonus award did not
      affect the amount of the bonuses awarded to the named executive officers
      with respect to fiscal year 2006.  Accordingly, disclosure of
      the financial and strategic thresholds and targets that were established
      for fiscal year 2007 is not information that is material to an
      understanding of the named executive officers’ compensation for the
      completed fiscal year and may properly be
      excluded.  Furthermore, we respectfully submit that Instruction
      2 of Item 402(b) of Regulation S-K does not require disclosure of the
      specific financial and strategic thresholds and targets for
      2007.

        Long Term Incentive
Compensation, page 15

                  3.

                  We
      are in receipt of your response to our comment 15 of our letter dated
      December 31, 2007.  In future filings, please confirm that you
      will disclose the explanation you provided in your
    response.

                  Response:  In
      future filings, we will disclose the explanation of total compensation
      provided in our response dated January 31, 2008, to comment 15 of your
      comment letter.

Mail Stop 3561

        February 13, 2008

By Facsimile and U.S. Mail

 Michael A. Norona Executive Vice President and Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, VA 24012
  Re: Advance Auto Parts, Inc.
   Form 10-K for Fiscal Year Ended December 30, 2006
   Filed February 28, 2007    File No. 001-16797    Definitive Proxy Statement on Schedule 14A   Filed April 11, 2007    File No. 001-16797
Dear Mr. Moore:
  We have reviewed your response dated January 31, 2008 to our comment letter dated December 31, 2007 and have the following additional comments.  Please understand that the purpose of our review is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K

 Note 14 - Income Taxes, page F-26

1. We have read your response to our comment six of our letter dated December 31,
2007.  With respect to the portion of your response that addresses purchasing and warehousing costs included in inventory your response does not adequately explain why there would be a large difference between tax and GAAP.  You highlight that certain transportation, storage, and purchasing costs are responsible for the differences.  However, we dir ect your attention to Treasury Regulation
1.263A-3(c)(3), (4), and (5) which indicate minimal differences between the costs that you are required to capitalize as part of inventory under Unicap and the

Mr. Michael A. Norona
Advance Auto Parts, Inc. February 13, 2008 Page 2

expenses you disclose in note 2 to your financial statements.  Further, we note that in note 5 to your financial statements you disclose that the total amount of purchasing and warehousing costs capitalized under GAAP was $95.6 million.  The amount of deferred tax liability associated with purchasing and warehousing costs appears unusually large in comparison with the amount you have capitalized for GAAP purposes.  Please provide us with a more detailed analysis that identifies the specific costs, including dollar amounts, that you are treating differently for GAAP and tax purposes.

Schedule 14A

 Compensation Discussion & Analysis, page 13

 Annual Incentive Plan, page 14

 2. We are in receipt of your response to our comment 13 of our letter dated December 31, 2007.  We note your indication that you disclose on page 15 of your Proxy Statement the 2006 financial performance targets and their relative weights, however, the disclosure that appears on the referenced page appears to contain only the weight of such targets.  In future filings, please ensure that you disclose the amounts used for the financial targets for 2006.  Also, with respect to the reason why you have not disclosed the financial targets for 2007, please tell us with greater specificity  as to why the disclosure could have a “detrimental effect on [y]our ability to negotiate with vendors and customers.”  We also note your indication that “[a]ny actions taken in early 2007 to set performance targets for fiscal year 2007 had no impact on the compensation paid to executives for the prior year.”  It is not clear what you mean when you state that the targets “had no impact.”  Please revise to clarify.
 Long Term Incentive Compensation, page 15

 3. We are in receipt of your response to our comment 15 of our letter dated December 31, 2007.  In future filings, please confirm that you will disclose the explanation you provided in your response.
  Please respond to these comments within 10 business days or tell us when you will provide a response.  Please furnish a letter that provides any requested information.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   You may contact Brian McAllister, St aff Accountant, at (202) 551- 3341 or
Michael Moran, Accounting Branch Chief at (202) 551-3841 if you have any questions

Mr. Michael A. Norona Advance Auto Parts, Inc. February 13, 2008 Page 3

 regarding the financial statements and related matters.  Please contact Mara Ransom, Legal Branch Chief, at (202) 551-3264, or me at (202) 551-3725 with any other questions.
    Sincerely,

 H. Christopher Owings
Assistant Director

CORRESP
1
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    aapcorresp.htm

                  Jill
                    Livesay

                  Senior
                    Vice
                    President, Controller

                  January 31, 2008
                  5008
                    Airport
                    Road

                  Roanoke,
                    Virginia  24012

                  H. Christopher Owings

                    Direct

                  540-561-6426

                  Assistant Director
                  Fax
                  540-561-6445

                  United States Securities and Exchange
                    Commission

                  Division of Corporation Finance

                  100 F Street, N.E.

                  Washington, D.C. 20549-3561

    Via:  Facsimile
      AND EDGAR

    Re:  Advance
      Auto Parts,
      Inc.

    Form
      10-K For Fiscal Year December 30,
      2006

    Filed
      February 28, 2007

    File
      No.
      001-16797

    Definitive
      Proxy Statement on Schedule 14A

    Filed
      April 11, 2007

    File
      No.
      001-16797

    Dear
      Mr.
      Owings,

    This
      letter sets forth the response of
      Advance Auto Parts, Inc. (the “Company”) to the comment letter, dated December
      31, 2007, of the staff of the Division of Corporation Finance (the “Staff”) to
      the Form 10-K for the Fiscal Year Ended December 30, 2006 filed on February
      28,
      2007 (the “10-K”) and the Definitive Proxy Statement on Schedule 14A filed on
      April 11, 2007 (the “Proxy Statement”).  In order to ease your review,
      we have repeated each comment in its entirety.

    Form
      10-K for Fiscal Year
      Ended December 30, 2006

    Critical
      Accounting
      Policies, page 25

              1.

              We
                note that you maintain reserves for your inventory.  In future
                filings, please include these reserves in your Schedule II provided
                under
                Regulation S-X Rule 5-04(a).  We also note that there was a
                significant increase in the inventory reserve in the most recent
                fiscal
                year.  The reasons for this increase

                should
                  be discussed either here or elsewhere in management’s discussion and
                  analysis.

    Response:  In
      future filings, we will include in the notes to the consolidated financial
      statements any significant reserves for inventory.  We plan to discuss
      significant increases or decreases in the inventory reserve in the section
      of
      the periodic reports entitled critical accounting policies.  The
      increase in the inventory reserve from 2005 to 2006 was due to a change in
      our
      timing of taking physical inventories.  We perform cycle counts to
      evaluate the validity of our physical inventories as well as the adequacy of
      certain inventory reserves.  We develop estimates of certain inventory
      reserves based upon our historic cycle count results, changes in recent events
      and the length of time from the prior cycle count of that specific
      product.  During 2006, management decided to decrease the frequency of
      the performance of our counts compared to prior years.  On average
      each product is counted several times per year.  However, due to the
      systematic reduction in the frequency of our cycle counts compared to prior
      years, our estimated shrink reserve would be expected to increase. The shrink
      expense which is driven by our cycle counts and experience was approximately
      1.25% of sales in 2005 and 2006.

              2.

              We
                note that you accrue reserves for self insurance.  Please tell
                us why these reserves increased significantly from December 30, 2005
                to
                December 31, 2006.  In future filings please provide a table
                that reconciles beginning and ending balances by disclosing additions,
                utilization and adjustments to the accrual.  This table can be
                presented as part of this discussion, in the notes to your financial
                statements or as part of Schedule II.  You should discuss
                significant changes in the accrual as part of your disclosures of
                critical
                accounting policies.

    Response:  Our
      self-insurance program, started in 2001, has not reached full
      maturity.  Each year, our reserve for self-insurance increases over
      the prior year because each year adds an additional layer of reserves without
      an
      equal amount of prior year reserves being fully relieved.  Generally,
      claims have historically taken several years to settle and thus are not relieved
      at the same rate as additional reserves are added each year.  In
      addition, the reserves for self-insurance increased in 2006 compared to 2005
      as
      a result of an increase in the number of workers’ compensation claims and
      vehicle accident claims in 2006 as well as an increase in the total cost to
      settle workers’ compensation claims compared to prior years.  This
      increase in claims is primarily due to an overall growth of our business,
      including an increase of 210 stores and the related increase of approximately
      1,400 employees and an increase in delivery vehicles of 18% from 2005 to
      2006.  We plan to discuss significant increases or decreases in the
      reserve in the critical accounting policies section in future
      filings.  In future filings, we will include a table that reconciles
      beginning and ending balances of reserves for self-insurance by disclosing
      additions, utilization and adjustments to the accrual in the notes to the
      consolidated financial statements.

    Notes
      to Consolidated
      Financial Statements, page F-10

              3.

              We
                note your website states you accept used auto batteries when you
                sell new
                batteries.  Please tell us if there are any environmental costs
                or obligations associated with this business practice.  Tell us
                whether you use a third party to dispose of or recycle the
                batteries.  Confirm that you are in compliance with state laws
                that either mandate the recycling of lead acid batteries or prohibit
                their
                disposal in landfills.

    Response:  Used
      auto batteries that are accepted at our stores are collected at a designated
      indoor location within our stores and returned to our regional distribution
      centers.   The batteries are then consolidated at the distribution
      center where they are stored indoors on pallets until they are collected by
      a
      battery supplier.  The battery supplier picks up the batteries at the
      distribution center and transports them to a recycling facility.  The
      Company contracts almost exclusively with two major auto battery suppliers
      to
      supply auto batteries for sale in our stores.  The terms of these contracts
      permit the battery suppliers to collect the used batteries and require the
      suppliers to represent that they are in compliance with all applicable laws
      and
      regulations.  We do not otherwise dispose of any used auto
      batteries.  We are following industry practices with respect to the
      handling of used auto batteries, and the Company believes that these practices
      comply with any applicable federal and state laws with respect to
      transporting, handling
      or disposing of lead acid batteries.  Based on the Company’s experience,
      management does not believe that there are any material environmental costs
      associated with the current business practice of accepting used batteries as
      these costs are borne by the suppliers.

    Sales
      Returns and
      Allowances, page F-12

              4.

              Please
                include your reserves for sales returns and allowances as part of
                your
                Schedule II.

    Response:  Our
      reserves for sales returns and allowances have been approximately $2 million
      in
      recent years.  In future filings, we will include in the notes to the
      consolidated financial statements reserves for sales returns and allowances
      when
      significant.

    10.
      Accrued Expenses, page
      F-23

              5.

              Please
                explain to us why you have accrued expenses related to capital
                expenditures.

    Response:  The
      capital expenditures reported separately in our accrued expense note to the
      consolidated financial statements represent the total amount of property and
      equipment for which we have received the property and obtained title but remain
      unpaid for as of December 30, 2006.

    14.  Income
      Taxes,
      page F-26

              6.

              Tell
                us why there is a large deferred tax liability associated with your
                inventory.  Explain to us in detail the specific causes that
                result in your inventory being significantly lower for tax purposes
                than
                for GAAP purposes.

    Response:  The
      net deferred tax liability associated with the Company’s inventory arises from
      differences in accounting treatment for certain items as determined by either
      accounting principles generally accepted in the United States of America
      (“GAAP”) for book purpose or the Internal Revenue Code (“Code”) for tax
      purposes.  The net deferred tax liability associated with inventory is
      due to the following items:

                LIFO
                  inventory

              $
              (63,431
              )

              Purchasing
                and warehousing costs

                included
                  in
                  inventory

              (23,381
              )

                Inventory
                  reserves

              7,741

              $
              (79,071
              )

    Last-in,
      first-out (“LIFO”) inventory reported for GAAP purposes is greater than reported
      for tax purposes primarily because of differences in determining the respective
      indices.  For GAAP purposes, the Company uses the double extension
      method which computes the LIFO indices based on the Company’s actual cost per
      unit of inventory.  For tax purposes, the Company utilizes the
      Inventory Price Index Computation (“IPIC”) method which utilizes externally
      published indices based on the Producer’s Price Indexes (“PPI”) by the Bureau of
      Labor Statistics.  This method is specifically allowed for tax
      purposes under the tax regulations.  The LIFO indices computed with
      the PPI index have generally been inflationary which causes LIFO inventory
      for
      tax purposes to be lower than LIFO inventory computed for book purposes using
      an
      internal index.  Accordingly, the cost of sales recognized for tax
      purposes has been higher than for book purposes giving rise to a reduced current
      tax burden.  However, this reduced current tax liability will be
      realized as the inventory is sold and, therefore, is now recorded as a deferred
      tax liability.

    Purchasing
      and warehousing costs included in inventory differ for GAAP and tax purposes
      because of the varying types of costs permitted to be capitalized in accordance
      with GAAP versus the Code, such as certain transportation and storage
      costs.   Purchasing and warehousing costs included in inventory
      consist of costs associated with operating our distribution network, such as
      payroll and benefit costs, occupancy costs, depreciation and freight expenses
      associated with moving merchandise inventories from our distribution centers
      to
      our retail stores as noted in Note 2 to the consolidated financial
      statements.

    Inventory
      reserves for GAAP are greater than for tax purposes as these charges are not
      recognized as a deduction for tax purposes until the liability is
      settled.  Accordingly, reserves recognized reduce the GAAP taxable
      income and are not recognized for tax purposes creating a deferred tax
      asset.

    20.
      Segment and Related
      Information, page F-34

              7.

              In
                your business discussion you state that similar product categories
                contribute different levels of profitability to your operations and
                also
                describe product sales by groups such as replacement parts, maintenance
                items and general accessories. We refer you to pages 3 and 6. Please
                tell
                us why you have not included the disclosures required by paragraph
                37 of
                SFAS No. 131. Alternatively, please provide us with an example of
                your
                proposed disclosure for future
                filings.

    Response:  In
      our 2006 annual report on Form 10-K, we disclosed that “sales of replacement
      parts account for a majority of our net sales and typically generate higher
      gross margins than maintenance items or general accessories.” Paragraph 37 of
      SFAS No. 131 states “An enterprise shall report the revenues from external
      customers for each product and service or each group of similar products and
      services unless it is impracticable to do so.” We also note that the Division of Corporation
      Finance –
Current Accounting and Disclosure Issues publication dated March 4, 2005
      addresses this matter and states “Registrants should remember to identify the
      products and services from which each reportable segment derives its revenues,
      and to report the total revenues from external customers for each product or
      service or each group of similar products and services. Disclosures for products
      and services that are not substantially similar must be
      disaggregated.”

    The
      comment included in our Form 10-K regarding the grouping of our products into
      replacements parts, maintenance items and accessories was made as these are
      common broad groupings of product in the auto aftermarket industry and are
      not
      based on our specific entity information.  Since we have not
      historically produced financial information (revenue or gross margin) separately
      for replacement parts, maintenance items and accessories we will remove this
      disclosure in future filings.  Furthermore, our personnel structure
      does not employ a product manager to administer the distribution and marketing
      of any group of products, nor do we compensate individuals, or evaluate the
      performance of individuals, based upon the performance of any specific product
      group.

    Accordingly,
      we concluded that is appropriate to report our total sales as one primary class
      of product as defined in SFAS No. 131.

    Schedule
      1 – Condensed
      Financial Information of the Registrant, page F-37

              8.

              Please
                tell us how the current disclosure satisfies the requirements concerning
                restrictions on dividends and retained earnings or net income. See
                Rule
                4-08(e)(3)(i) and (ii) and Rule 5-02.31(a)(3) of Regulation S-X.
                If there
                are restrictions between parent and subsidiaries please disclose
                this fact

CORRESP
1
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    aapcorresp.htm

      January
        8, 2008

      Ms.
        Mara Ransom

      Legal
        Branch Chief

      U.
        S. Securities and Exchange Commission

      Division
        of Corporation Finance

      Office
        of Chief Counsel

      100
        F Street, N.E.

      Washington,
        D.C.  20549

      Via:
        EDGAR and U. S. Mail

      Re:         Advance
        Auto Parts, Inc. – Comment Letter

      Form
        10-K for Fiscal Year December 30, 2006

      Filed
        February 28, 2007

      File
        No. 001-16797

      Definitive
        Proxy Statement on Schedule 14A

      Filed
        April 11, 2007

      File
        No. 001-16797

      Dear
        Ms. Ransom:

      In
        reference to your letter dated December 31, 2007, and in accordance with
        our
        telephone conversation yesterday, we will respond to the inquiries set forth
        in
        your letter on or before January 31, 2008.

      As
        we
        indicated in our conversation, your contact information for our Chief Financial
        Officer, Michael O. Moore, should be updated to show (540) 561-6445 as the
        correct telecopier number for Mr. Moore.

      Please
        contact me if you have any questions regarding this
        correspondence.

      Very
        truly yours,

      /s/
        Rachel E. Geiersbach

      Rachel
        E. Geiersbach

      Cc:
        H. Christopher Owings, Assistant Director

             Brian
        McAllister, Staff Accountant

             Michael
        Moran, Accounting Branch Chief

             Michael
        O. Moore, Executive Vice President, Chief Financial Officer

         Advance
        Auto Parts,
        Inc.

Mail Stop 3561

    December 31, 2007
 By Facsimile and U.S. Mail

 Michael O. Moore Executive Vice President,   Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, VA 24012
  Re: Advance Auto Parts, Inc.
   Form 10-K for Fiscal Year Ended December 30, 2006
   Filed February 28, 2007    File No. 001-16797    Definitive Proxy Statement on Schedule 14A   Filed April 11, 2007    File No. 001-16797
Dear Mr. Moore:

 We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Pleas e be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 30, 2006

Critical Accounting Policies, page 25

1. We note that you maintain reserves for your inventory.  In future filings, please
include these reserves in your Schedule  II provided under Regulation S-X Rule 5-
04(a).  We also note that there was a si gnificant increase in the inventory reserve

Mr. Michael O. Moore
Advance Auto Parts, Inc.
December 31, 2007  Page 2
in the most recent fiscal year.  The reas ons for this increase should be discussed
either hear or elsewhere in mana gement’s discussion and analysis.

2. We note that you accrue reserves for self insurance.  Please tell us why these
reserves increased significantly from December 30, 2005 to December 31, 2006.  In future filings, please provide a tabl e that reconciles beginning and ending
balances by disclosing additions, utilization and adjustments to the accrual.  This table can be presented either as part of this discussion, in  the notes to your
financial statements or as part of Sc hedule II.  You should discuss significant
changes in the accrual as part of your di sclosures of critical accounting policies.

Notes to Consolidated Financial Statements, page F-10

3. We note your website states you accept us ed auto batteries when you sell new
batteries.  Please tell us if there are any environmental costs or obligations
associated with this business practice.  Tell us whether you use a third party to
dispose of or recycle the batteries.  Conf irm that you are in compliance with state
laws that either mandate the recycling of lead acid batteries  or prohibit their
disposal in landfills.

Sales Returns and Allowances, page F-12

4. Please include your reserves for sales retu rns and allowances as part of your
Schedule II.
 10. Accrued Expenses, page F-23

5. Please explain to us why you have ac crued expenses related to capital
expenditures.
 14. Income Taxes, page F-26

6. Tell us why there is a large deferred tax lia bility associated with your inventory.
Explain to us in detail the specific caus es that result in your inventory being
significantly lower for tax purposes than for GAAP purposes.
 20. Segment and Related Information, page F-34

 7. In your business discussion you state that  similar product categories contribute
different levels of profitability to your operations and also describe product sales
by groups such as replacemen t parts, maintenance items and general accessories.
We refer you to pages 3 and 6.  Please tell us why you have not included the
disclosures required by paragraph 37 of  SFAS No. 131.  Alternatively, please
provide us with an example of your proposed disclosure for future filings.

Mr. Michael O. Moore
Advance Auto Parts, Inc.
December 31, 2007  Page 3   Schedule 1 - Condensed Financial Information of the Registrant, page F-37

8. Please tell us how the current disclosure  satisfies the requirements concerning
restrictions on dividends and retained earnings or net income.  See Rule 4-
08(e)(3)(i) and (ii) and Rule 5-02.31(a)(3 ) of Regulation S-X.  If there are no
restrictions between parent and subsidiaries please disc lose this fact in future
filings.
 Definitive Proxy on Schedule 14A

 Compensation Discussion & Analysis, page 13

 Base Salary, page 14

9. You indicate that you compare your base sala ries to the competitive retail market
data provided by HayGroup.  Clarify whether the information provided by
HayGroup differs from the peer group of companies you disclose above.  If it
does and considering you appear to be benchmarking this amount, please identify
the benchmark and its components, pur suant to Item 402(b)(2)(xiv).
 10. You disclose that base sala ry levels for your executives are below the median for
the retail market.  You also disclose that  you intend to increase salaries to a level
approaching the median of the retail market.  Disclose in more detail why current base salaries are below the median for your market group.  Disclose how you plan
to implement the proposed salary increas es.  For example, disclose the time
period over which these increases are expected  to take place as well as if there are
any predetermined increases, either in w hole dollar amounts or as a percentage of
salary, which you plan to implement in orde r to close the gap.  Please provide us
with an example of your proposed revisions  to your disclosure.  See Regulation S-
K Item 402(b)(1)(v).

11. We note that you consider the performa nce of the individual executive in
determining the base salary.  Enhance your disclosure to more specifically
identify what aspects of performance are considered and how they impact any changes to base salary.  See Re gulation S-K Item 402(b)(2)(vii).

12. We note that there have been material in creases in the annual  base salaries of
several of your executives.  Please tailor your discussion to  discuss the factors that
contributed to these material increases .  See Regulation S-K Item 402(b)(2)(ix)
and instruction (2) to Item 402(b).

Mr. Michael O. Moore
Advance Auto Parts, Inc.
December 31, 2007  Page 4  Annual Incentive Plan, page 14

13. We note that a significant portion of your incentive bonus is tied to performance
relative to budgeted amounts.  We also note that the bonus paid pursuant to the
incentive plan is targeted to be a signif icant portion of total compensation.  Given
that budgets are subjective please expand your disclosure  to more specifically
address how you determine budgeted sales and operating income targets.  Disclose the amounts used for budgeted sales and operating income for 2006 and
2007 and provide a brief analysis of how you chose these amounts.  To the extent you believe disclosure of these targets is  not required because it could result in
competitive harm, provide us on a supplem ental basis a detailed explanation for
this conclusion.  See instruction 4 to Item  402(b).  If disclosure of the targets
would cause competitive harm, please discuss further how difficult it will be for the named executive officer or how likely it will be for you to achieve the target levels or other factors.  See Regulation S-K Item 402(b)(1)(v).
 Long Term Incentive Compensation, page 15

14. We note your disclosure that option grants are based upon an executive’s
performance relative to stock option gui delines.  Expand your disclosure to
discuss the elements of individual perf ormance and the stock option guidelines.
See Regulation S-K Item 402(b)(2)(vii).

15. Your disclosures in the section titled “Setting Executive Compensation” indicate
that total compensation will be determ ined based upon a comparison of your
earnings per share growth with that of your peers.  Discuss in more detail how this
objective will impact your determination of long term incentive compensation.
See Regulation S-K Item 402(b)(1)(v).

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

Mr. Michael O. Moore
Advance Auto Parts, Inc. December 31, 2007  Page 5
• the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Brian McAllister, Staff Accountant, at (202) 551- 3341 or
Michael Moran, Accounting Branch Chief at  (202) 551-3841 if you have any questions
regarding the financial stat ements and related matters.  Please contact Anita Karu,
Attorney-Advisor, at 202-551-3240, Mara Rans om, Legal Branch Chief, at (202) 551-
3264, or me at (202) 551-3725 with any other questions.

    Sincerely,

 H. Christopher Owings
Assistant Director